27704 Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices

b(c), (4) and (6) of the Government in the

Sunshine Act.

Dated: May 15, 2001.

Susanne Bolton,

Committee Management Officer.

[FR Doc. 01–12592 Filed 5–17–01; 8:45 am]

BILLING CODE 7555–01–M

NUCLEAR REGULATORY

COMMISSION

Agency Information Collection

Activities: Proposed Collection;

Comment Request

AGENCY: U.S. Nuclear Regulatory

Commission (NRC).

ACTION: Notice of pending NRC action to

submit an information collection

request to OMB and solicitation of

public comment.

SUMMARY: The NRC is preparing a

submittal to OMB for review of

continued approval of information

collection under the provisions of the

Paperwork Reduction Act of 1995 (44

U.S.C. Chapter 35).

Information pertaining to the

requirement to be submitted.

1. The title of the information collection:

NRC Form 4, ‘‘Cumulative

Occupational Exposure History’’

NRC Form 5, ‘‘Occupational Exposure

Record for a Monitoring Period’’

2. Current OMB approval number:

NRC Form 4: 3150–0005

NRC Form 5: 3150–0006

3. How often the collection is required:

NRC Form 4: Occasionally

NRC Form 5: Annually

4. Who is required or asked to report:

Licensees who are required to

comply with 10 CFR Part 20.

5. The number of annual respondents:

NRC Form 4: 286 (104 reactor sites

and 182)

NRC Form 5: 5,400 (104 reactor sites

and 5,296 materials licensees)

6. The number of hours needed

annually to complete the

requirement or request:

NRC Form 4: 11,531 hours or an

average of 0.5 hours per response.

NRC Form 5: 66,682 hours (55,242

hours for recordkeeping hours or an

average of 10 hours per

recordkeeper and 11,440 hours for

reporting hours or an average of 40

hours per response).

7. Abstract: NRC Form 4 is used to

record the summary of an

individual’s cumulative

occupational radiation dose for the

current year to ensure that dose

does not exceed regulatory limits.

NRC Form 5 is used to record and

report the results of individual

monitoring for an occupational dose

from radiation during a one-year

period to ensure regulatory

compliance with annual dose

limits.

Submit, by July 17, 2001, comments

that address the following questions:

1. Is the proposed collection of

information necessary for the NRC to

properly perform its functions? Does the

information have practical utility?

2. Is the burden estimate accurate?

3. Is there a way to enhance the

quality, utility, and clarity of the

information to be collected?

4. How can the burden of the

information collection be minimized,

including the use of automated

collection techniques or other forms of

information technology?

A copy of the draft supporting

statement may be viewed free of charge

at the NRC Public Document Room, One

White Flint North, 11555 Rockville

Pike, Room O–1 F23, Rockville, MD

20852. OMB clearance requests are

available at the NRC worldwide web

site: http://www.nrc.gov/NRC/PUBLIC/

OMB/index.html. The document will be

available on the NRC home page site for

60 days after the signature date of this

notice.

Comments and questions about the

information collection requirements

may be directed to the NRC Clearance

Officer, Brenda Jo. Shelton, U.S. Nuclear

Regulatory Commission T–6 E6,

Washington, DC 20555–0001, by

telephone at 301–415–7233, or by

Internet electronic mail at

BJS1@NRC.GOV.

Dated at Rockville, Maryland, this 14th day

of May 2001.

For the Nuclear Regulatory Commission.

Brenda Jo. Shelton,

NRC Clearance Officer, Office of the Chief

Information Officer.

[FR Doc. 01–12556 Filed 5–17–01; 8:45 am]

BILLING CODE 7590–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27397]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

May 11, 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

June 5, 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 June 5, 2001, the

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

filed or as amended, may be granted

and/or permitted to become effective.

National Grid USA, et al. (70–9089)

National Grid USA (‘‘Grid’’), a

registered public utility holding

company, and its electric public utility

subsidiary companies, Massachusetts

Electric Company), (The Narragansett

Electric Company, New England Electric

Transmission Corporation, New

England Hydro-Transmission Electric

Company, Inc., New England HydroTransmission Corporation, New

England Power Company, New England

Energy Incorporated, and National Grid

USA Service Company, Inc. (‘‘Service

Company’’), all located at 25 Research

Drive, Westborough, Massachusetts

01582, and Granite State Electric

Company, 407 Miracle Mile, Suite 1,

Lebanon, New Hampshire 03766,

Nantucket Electric Company, 25

Fairgrounds Road, Nantucket,

Massachusetts 02554, and the

Narragansett Electric Company, 280

Melrose Street, Providence, Rhode

Island 02901 (collectively,

‘‘Applicants’’) have filed a post-effective

amendment to their applicationdeclaration under sections 6(a), 7, 9(a),

10 and 12 of the Act and rule 43, 45 and

54 under the Act. The Commission

issued a notice describing various

proposed financing transactions on

January 26, 2001 (Holding Co. Act

Release No. 27340), and a supplemental

order authorizing those transactions was

issued on April 19, 2001 (Holding Co.

Act Release No. 27381) (‘‘April Order’’).

This supplemental notice describes

Applicants’ proposal to engage in

Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices 27705

1The Commission authorized the acquisition of

CDG and CAG by order dated June 29, 2000

(Holding Co. Act Release No. 27192) (‘‘GENCO

Order’’).

2These orders were issued on August 21, 1998

(Holding Co. Act Release No. 26907); September 28,

1998 (Holding Co. Act Release No. 26921); October

21, 1998 (Holding Co. Act Release No. 26930);

November 13, 1998 (Holding Co. Act Release No.

26941); December 14, 1999 (Holding Co. Act

Release No. 27111); and August 17, 2000 (Holding

Co. Act Release No. 27213).

3 If this reservation of jurisdiction is released, the

proceeds of any new issuance of long-term debt

exceeding $250 million must be used to reduce

short-term debt.

4Conectiv has issued $250 million of long-term

debt under the Financing Orders. Therefore,

Conectiv may issue up to an additional $250

million of common stock and long-term debt.

5Conectiv’s proposed short-term debt

authorization would be exclusive of any short-term

debt issued by Delmarva.

certain additional internal financing

transactions as described below.

In late April Order, the Commission,

among other things, approved Service

Company’s request for authority to

borrow up to $60 million (‘‘Service

Company Borrowing Limit’’) through

May 31, 2003 (‘‘Authorization Period’’),

either by issuing notes or commercial

paper, or by borrowing from Grid’s

intrasystem money pool. As described

in this supplemental notice, Applicants

also request authority to meet Service

Company’s borrowing requirements, up

to the Service Company Borrowing

Limit, by direct loans from Grid to

Service Company through the

Authorization Period.

These loans would be at the rate equal

to the prime rate for Fleet/Boston less

1%. Based on the 7.5% prime rate

existing as of April 19, 2001, the

effective interest costs of these

borrowings would be 6.5%. The loans

would have no stated maturities, but the

borrowings may be prepaid by the

Service Company without penalty.

Conectiv, et al. (70–9095)

Conectiv, a registered holding

company, Conectiv’s public-utility

subsidiaries: Atlantic City Electric

Company (‘‘ACE’’); Delmarva Power &

Light Company (‘‘Delmarva’’); Conectiv

Atlantic Generation, L.L.C. (‘‘CAG’’);

and Conectiv Delmarva Generation,

L.L.C. (‘‘CDG’’) 1 (collectively, ‘‘Utility

Subsidiaries’’); and Conectiv’s

nonutility subsidiaries (‘‘Nonutility

Subsidiaries’’): ACE REIT, Inc. (‘‘ACE

REIT’’); ATE Investment, Inc.; ATS

Operating Services, Inc.; Atlantic

Generation, Inc.; Atlantic Jersey

Thermal Systems, Inc.; Atlantic

Southern Properties, Inc.; Binghamton

General, Inc., Binghamton Limited, Inc.;

Conectiv Communications, Inc.;

Conectiv Energy Holding Company

(‘‘CEH’’); Conectiv Energy Supply, Inc.;

Conectiv Mid-Merit, Inc.; Conectiv

Operating Services Company; Conectiv

Resource Partners, Inc.; Conectiv

Services, Inc.; Conectiv Solutions, LLC;

Conectiv Thermal Systems, Inc.; DCI I,

Inc.; DCI II, Inc.; DCTC-Burney, Inc.;

Delmarva Capital Investments, Inc.;

Delmarva Services Company; King

Street Assurance, Ltd. (‘‘KSA’’); Pedrick

Gen., Inc.; Vineland Limited, Inc.; and

Vineland General, Inc., all located at

800 King Street, Wilmington, Delaware

19899; and Conectiv Plumbing, L.L.C.,

located at 621 Chapel Avenue, Cherry

Hill, New Jersey 08034 (collectively,

‘‘Applicants’’), have filed a posteffective amendment (‘‘Post-Effective

Amendment’’) under sections 6(a), 7,

9(a), 10, and 12(b) of the Act and rules

45, 53 and 54 under the Act, to its

application-declaration previously filed

under the Act. Utility Subsidiaries and

Nonutility Subsidiaries are referred to

collectively as ‘‘Subsidiaries.’’

I. Background

By order dated February 26, 1998

(Holding Co. Act Release No. 26833),

and by various supplemental orders2

(collectively, ‘‘Financing Orders’’), the

Commission authorized Conectiv and its

subsidiaries to effect certain financing

transactions through March 31, 2002.

These included: (1) The issuance by

Conectiv of short-term debt in an

aggregate amount not to exceed $1.3

billion less any amount of short-term

debt issued by Delmarva under its

authorization to issue up to $275

million of short-term debt; (2) the

issuance by Conectiv of up to $250

million of long-term debt with the

reservation of jurisdiction over an

additional $750 million of long-term

debt; 3 (3) the issuance by Conectiv of

common stock which, when combined

with any long-term debt issued, does

not exceed $500 million in the

aggregate; 4 and (4) the issuance by

Conectiv of guaranties, letters of credit,

expense agreements or other forms of

credit support for the obligations of

Subsidiaries in an aggregate amount not

to exceed $350 million.

Financings authorized in the

Financing Orders are subject to the

following limitations (‘‘Financing

Parameters’’): (1) Conectiv’s

consolidated common equity will be at

least 20% of its total consolidated

capitalization (‘‘Common Equity

Ratio’’), as adjusted to reflect

subsequent events that affect

capitalization; (2) the effective cost of

money on long-term debt securities will

not exceed 300 basis points over

comparable term U.S. Treasury

securities and the effective cost of

money on short-term debt securities will

not exceed 300 basis points over the

comparable term London Interbank

Offered Rate (‘‘LIBOR’’); (3) maturity of

indebtedness will not exceed 50 years;

and (4) the underwriting fees,

commissions, or similar remuneration

paid in connection with the issue, sale

or distribution of a security will not

exceed 5% of the principal amount of

the financing. Conectiv proposes that

these Financing Parameters also apply

to all transactions proposed by this PostEffective Amendment.

II. Description of Proposed

Transactions

A. Summary of Requests

By this Post-Effective Amendment,

Applicants request the following: (1) An

extension of the effective period for all

authorizations contained in the

Financing Orders through September

30, 2003 (‘‘Authorization Period’’); (2)

an increase in the amount of short-term

debt that Conectiv is authorized to have

outstanding during the Authorization

Period from $1.3 billion to $2.0 billion,

with Conectiv permitted to issue

securities during the Authorization

Period so long as the Common Equity

Ratio is at least 20%5 (3) an increase in

the amount of guaranties, letters of

credit and other forms of credit support

that Conectiv can offer to third parties

on behalf of the obligations of

Subsidiaries from $350 million to $1.5

billion and the addition of obligations of

certain nonaffiliated third parties to the

obligations that may be guaranteed; (4)

the establishment of special purpose

direct or indirect subsidiaries of CEH

(‘‘New Utility Subsidiaries’’) and the

acquisition of utility property by CDG,

CAG and the New Utility Subsidiaries

in an amount not to exceed $1 billion

in the aggregate; (5) the issuance of up

to $1 billion of debt and equity

securities in the aggregate by CDG, CAG

and the New Utility Subsidiaries to their

respective parent companies (‘‘GENCO

Securities’’), and the acquisition of the

GENCO Securities by each of these

parent companies; (6) the issuance of up

to $1 billion of debt and equity

securities in the aggregate by CDG and

CAG’s parent company, CEH, to

Conectiv in order to fund CEH’s

acquisition of the securities issued by its

subsidiaries; and (7) participation in the

Conectiv System Money Pool (‘‘Money

Pool’’) by the New Utility Subsidiaries,

with aggregate Money Pool borrowings

by CDG, CAG and the New Utility

Subsidiaries limited to $1 billion, less

27706 Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices

6 Delmarva would retain its authorization under

the Financing Orders to issue up to $275 million

of short-term debt.

7Applicants state that, under the Delaware,

Maryland, Virginia and New Jersey electric industry

restructuring legislation and the implementing

rules, Delmarva and ACE are required to exit the

business of generating electricity.

8The Securitized Debt will be issued under an

order of the New Jersey Board of Public Utilities

and an order of this Commission under an

application to be filed later.

9 In addition, Conectiv states that it needs to

maintain a liquidity facility for certain subsidiary

variable rate demand bonds, and capacity to handle

margin calls for energy trading operations and the

requirement to be the provider of last resort in

deregulated electricity markets.

10Applicants state that obligations exempt under

rule 45 are excluded from the Guaranty Limit. The

issuance of guarantees will be subject to the

limitations of the financing Order issued under rule

53(c) authorizing Conectiv to invest up to $350

million in exempt wholesale generators, or rule

58(a)(1), as applicable. See Holding Co. Act Release

No. 27213 (August 17, 2000).

11Conectiv states that it may wish to provide

credit support in connection with the trading

positions of CESI entered into in the ordinary

course of CESI’s energy marking and trading

businesses. Applicants assert that the provision of

parent guaranties by holding companies to affiliates

in the generation and power marketing business is

standard business practice.

12Applicants state that the leased assets are not

utility property for purposes; of state regulation.

Therefore, the synthetic lease arrangement would

not require the approval of any state public utility

commission.

13Conectiv’s proposed acquisition of utility

property is in addition to CDG’s previously

authorized reacquisition of certain utility assets by

means of a like-kind exchange. See GENCO Order.

This proposed acquisition also is in addition to

Conectiv’s authority under the Financing Orders to

invest up to $350 million in EWGs.

the amount of any GENCO Securities

issued to their respective parents.

B. Proposed Increase in Short-term Debt

Authorization

Conectiv requests an increase in the

aggregate amount of short-term debt it

may issue at any one time outstanding

during the Authorization Period to no

more than $2 billion, exclusive of any

short-term debt issued by Delmarva.6

Applicants state that the continued

uncertainty of the timing of the receipt

of certain funds, as described below,

combined with the need to fund the

ongoing operations of Conectiv and the

Subsidiaries, require this increased

short-term debt authorization.

Applicants note that Delmarva and

ACE entered into agreements to sell

substantially all of Delmarva’s

generation assets and all of ACE’s

generation assets to third parties.7

However, these sales have not yet

closed, and applicants state that they

may be further delayed or modified.

After ACE closes on the sales of its

generation assets, it is expected that

debt will be issued by a special purpose

subsidiary of ACE and secured by

regulatory assets created under the New

Jersey Electric Discount and Energy

Competition Act (‘‘Securitized Debt’’).8

The primary use of the funds from the

sales of the generation facilities and the

issuance of the Securitized Debt is

planned to be short-term and long-term

debt reduction, ACE and Delmarva

equity repurchase and new investments.

The additional short-term debt proposed

in this Post-Effective Amendment will

be used to bridge any further delays in

these sales, to finance Conectiv’s capital

program, including the construction of

mid-merit generation facilities, and for

other general corporate purposes.9

Applicants state that the types of

short-term debt securities will include,

but not be limited to, borrowings under

one or more revolving credit facilities,

commercial paper, short-term notes and

bid notes. Interest rates on short-term

debt will be comparable to interest rates

on debt with like terms and maturities

issued by companies with similar credit

ratings, and in any case will not exceed

300 basis points over the comparable

term LIBOR rate. The maturity of any

short-term debt issued will not exceed

364 days or, if the notional maturity is

greater than 364 days, the debt security

will include put options at appropriate

points to cause the security to be

accounted for as a current liability

under United States generally accepted

accounting principles (‘‘GAAP’’). All

short-term debt will be unsecured,

ranking pari passu with other unsecured

debt of Conectiv. Applicants state that it

is highly unlikely that the increased

level of short-term debt requested in this

Post-Effective Amendment would

reduce the common stock equity

positions on a consolidated basis of

Conectiv, ACE and Delmarva as detailed

in exhibit H–3 to this Post-Effective

Amendment through the Authorization

Period.

C. Proposed Increase in Conectiv

Guaranties

Authorization is requested for

Conectiv to enter into guaranties, obtain

letters of credit, enter into support or

expense agreements or otherwise

provide credit support to third parties

during the Authorization Period in an

aggregate amount up to $1.5 billion

(‘‘Guaranty Limit’’) with respect to: (1)

The obligations of the Subsidiaries as

may be appropriate to carry on their

respective businesses; and (2) the

obligations of certain nonaffiliated third

parties in connection with certain lease

transactions, as described below.

Applicants state that the increased level

will permit Conectiv to provide

guaranties to vendors involved in the

construction of mid-merit generation

plants, to lenders for potential financing

transactions related to mid-merit plants

and to counterparties for a higher level

of energy trading activity.10 Conectiv

also may issue a portion of the proposed

guaranties in connection with the

business of Conectiv’s subsidiary,

Conectiv Energy Supply, Inc. (‘‘CESI’’),

which conducts the power marketing

and trading operations of the Conectiv

System.11 To the extent that any

guaranties appear as short-term debt on

Conectiv’s balance sheet, that debt also

would be included in the short-term

debt limitation.

Conectiv proposes to guarantee

certain obligations of non-affiliated

third parties in connection with a

financial transaction known as a

‘‘synthetic lease.’’ Applicants state that

the synthetic lease affords off-balance

sheet accounting treatment but permits

Conectiv to retain the tax benefits of

ownership. Specifically, under such an

arrangement, Conectiv would receive

the tax benefits of depreciation but

would not have to recognize such

depreciation in its income statement. To

implement a synthetic lease, Conectiv

would lease certain mid-merit

generation facilities, which may be

either exempt wholesale generators

(‘‘EWGs’’) or utility property, from a

non-affiliated third-party special

purpose entity (‘‘SPE’’) established to

finance construction of the generation

facilities. The SPE would borrow on a

short-term basis from a group of lenders

to fund construction and Conectiv

would guarantee a portion of the shortterm debt of the SPE. These guarantees

would be included under the Guaranty

Limit.12

D. Proposed Formation of New

Subsidiaries and Related Transactions

Conectiv requests authorization to

establish the New Utility Subsidiaries

and for CDG, CAG, or the New Utility

Subsidiaries to acquire up to an

aggregate amount of $1 billion of utility

property during the Authorization

Period.13 Applicants assert that use of

the New Utility Subsidiaries is

necessary to provide operating and tax

planning flexibility, and that the New

Utility Subsidiaries may be corporations

or limited liability companies wholly

owned directly or indirectly by CEH.

Conectiv intends to retain and

develop additional flexible, low-cost

mid-merit generation to address

competitive opportunities in the MidAtlantic region. As part of this business

strategy, Conectiv has transferred

certain net generating capacity to CDG

Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices 27707

14 In the GENCO Order, the Commission

authorized Conectiv, Delmarva and ACE to form

CDG and CAG in order to hold certain net

generating and related assets of Delmarva and ACE.

15Under the GENCO Order, CEH is authorized to

issue up to $750 million of equity or debt securities

less any amount of debt issued by a CEH subsidiary

directly to Conectiv, CDG is authorized to issue up

to $150 million of equity or debt securities and ACE

REIT and CAG each are authorized to issue up to

$100 million of equity or debt securities. To

consolidate all authorizations related to financing of

or by subsidiaries under one file, Conectiv requests

that increased authorizations be approved in this

file and that the CEH, CDG, ACE REIT and CAG

financing portion of the GENCO Order and the

authorization for CEH, CDG, ACE REIT and CAG to

participate in the Money Pool be deemed replaced

by the order issued in this file.

16The Commission approved the participation in

the Money Pool of CEH, ACE REIT, CDG and CAG

in the GENCO Order.

and CAG,14 and will pursue acquisition

and development opportunities for

additional CDG and CAG generation.

This generation will be located within

the region where Conectiv currently

operates and participates in the power

supply business.

E. Proposed Financing of Utility

Property; Participation by New Utility

Subsidiaries in Conectiv System Money

Pool (‘‘Money Pool’’)

Conectiv expects to fund the

construction of these mid-merit

generating facilities using internally

generated funds and short-term debt

until such time as long-term debt may

be issued. Applicants request authority:

(1) For Conectiv to fund CEH, the

subsidiary formed to hold CDG, CAG,

and ACE REIT, an intermediate holding

company parent of CAG; (2) for CEH in

turn to fund CDG and ACE REIT; (3) for

ACE REIT to fund CAG; and (4) for CDG

and CAG to fund any New Utility

Subsidiary formed by each through the

issuance of debt or equity securities to,

and the acquisition of those securities

by, CDG’s and CAG’s respective parent

company.

The aggregate amount of securities

issued by CDG, CAG or the New Utility

Subsidiaries will not exceed $1 billion

during the Authorization Period.15 Any

debt issued by CDG, CAG or the New

Utility Subsidiaries will mature in thirty

years or less and will bear interest at a

rate designed to approximate the

lender’s cost of money. This interest rate

will not exceed 300 basis points over

comparable term United States Treasury

securities for long-term debt and the

effective cost of money on short-term

debt securities will not exceed 300 basis

points over the comparable term LIBOR

rate.

Applicants state that CDG, CAG and

the New Utility Subsidiaries may

finance all or part of the construction

using borrowings from the Money Pool.

To facilitate these borrowings,

Applicants request authorization for the

New Utility Subsidiaries to participate

in the Money Pool.16 Aggregate Money

Pool borrowings by CDG, CAG and the

New Utility Subsidiaries, in

combination with any debt or equity

securities issued to their respective

parents as described above, will not

exceed $1 billion during the

Authorization Period. Applicants

further state that the Money Pool

borrowings will be made under the

same terms and conditions as

borrowings by existing Money Pool

participants.

Kansas City Power & Light Company, et

al. (70–9861)

Great Plains Energy Incorporated

(‘‘GPE’’), a newly formed Missouri

holding company; Kansas City Power &

Light Company (‘‘KCPL’’), an electric

public utility company; Great Plains

Power, Inc. (‘‘GP Power’’), KCPL’s

wholly owned nonutility subsidiary;

KCPL Receivable Corporation (‘‘KCPL

Receivable’’), KCPL’s wholly owned

special purpose entity all located at

1201 Walnut Street, Kansas City,

Missouri 64106 and KLT Inc. (‘‘KLT’’),

10740 Nall Street, Suite 230, Overland

Park, Kansas 66211, KCPL’s wholly

owned intermediate holding company

(collectively, ‘‘Applicants’’) have filed

an application-declaration under

sections 6(a), 7, 9(a)(1), 10, 11(b)(1),

12(b), 12(c), 13(b), 32, and 33 of the Act

and rules 45(b), 46, 52, 53, 54, and 80–

92 under the Act.

Under a corporate reorganization

(‘‘Reorganization’’), KCPL proposes to

adopt a new corporate structure in

which KCPL will become a wholly

owned subsidiary of the newly formed

Missouri holding company, GPE.

Applicants state they are undertaking

the Reorganization in response to the

dramatic changes in the wholesale

electric power market, the emergence of

unregulated competitive generators,

open access to the nation’s transmission

grid, and the appearance of competitive

retail electricity markets in a significant

percentage of the country. Upon

completion of the Reorganization, GPE

will register. In addition to the

Reorganization, Applicants request postReorganization financing authority and

request approval for other intrasystem

transactions.

I. Description of the Applicants

A. KCPL

KCPL is an electric utility company

engaged in the generation, transmission,

distribution, and sale of electric energy

in Missouri and Kansas. KCPL owns

approximately 3,700 MW of generation

and provides retail electric service to

approximately 467,000 customers in

Kansas and Missouri, serving retail

customers in the region in and around

the Kansas City metropolitan area. KCPL

also engages in limited gas brokering

activities.

KCPL is subject to the regulatory

jurisdiction of the Missouri Public

Service Commission (‘‘MPSC’’) and the

Corporation Commission of the State of

Kansas (‘‘KCC’’) with respect to its retail

operations. KCPL also is subject to

regulation of the Federal Energy

Regulatory Commission (‘‘FERC’’) with

respect to its wholesale and

transmission-related operations and the

Nuclear Regulatory Commission

(‘‘NRC’’) with respect to licensing and

operation of its nuclear generating units.

B. Nonutility Subsidiaries

KCPL wholly owns the following

nonutility subsidiaries (‘‘Nonutility

Subsidiaries’’): WYMO Fuels, Inc.

(‘‘WYMO’’), a Missouri corporation that

was established to acquire and develop

coal properties in Wyoming, but is in

the process of divesting its assets and

will dissolve; Home Service Solutions,

Inc. (‘‘Home Services’’), a Missouri

corporation that is an intermediate

holding company that owns a 100

percent interest in Worry Free Services,

Inc. and a 49.4 percent interest in R.S.

Andrews Enterprise, Inc.; KCPL

Receivable, a Delaware corporation, that

is a special purpose entity established to

purchase customer accounts receivable

from KCPL; GP Power, a recently

created Missouri corporation which will

hold interests in exempt wholesale

generators (‘‘EWGs’’); and KLT, a

Missouri corporation that is an

intermediate holding company with the

following subsidiaries: KLT Investments

Inc.; invests, as a limited partner, in

affordable housing partnerships; KLT

Investments Inc. II, pursues passive

investment in community, economic

development and energy-related

opportunities, KLT Energy Services,

Inc., and its subsidiaries, which invest

in companies that provide products and

services to customers to control the

amount, cost and quality of electricity to

commercial and industrial customers,

provide demand-side management

services, power supply coordination

(including purchasing electricity at

wholesale for resale to end users), gas

management, energy consulting, and

generation optimization (such as

scheduling and dispatching generation

and wholesale marketing services); KLT

Gas Inc., owns and operates interests in

oil and gas producing properties; and

27708 Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices

17Approximately $952 million or 85% is derived

from regulated sales of electricity and electric

transmission service and $164 million or 15% is

derived from activities of the Nonutility

Subsidiaries.

18 KCPL maintains the following employee and

director stock plans (the ‘‘Stock Plans’’): The

Dividend Reinvestment and Direct Stock Purchase

Plan; The Employee Savings Plus Plan; and The

Long-Term Incentive Plan.

KLT Telecom Inc., pursues investment

opportunities in telecommunications

and wireless technology and will

qualify as an exempt

telecommunications company (‘‘ETC’’)

under section 34 of the Act. KLT also

wholly-owns Energetechs, Inc., which is

currently inactive.

Applicants request that the

Commission find that the KCPL system

constitutes an ‘‘integrated’’ electric

utility system within the meaning of

section 2(a)(29)(A) and that all of the

direct and indirect Nonutility

Subsidiaries are retainable under the

standards of section 11(b)(1) of the Act.

Applicants also request that investments

in Nonutility Subsidiaries prior to the

date of the Reorganization be

disregarded for purposes of calculating

the dollar limitation placed on GPE for

investments under rule 58.

For the year ended December 31,

2000, KCPL had consolidated operating

revenues of approximately $1.1

billion,17 resulting in a net income of

approximately $159 million. At

December 31, 2000, KCPL had

consolidated total assets of

approximately $3.3 billion, including

approximately 1,700 miles of

transmission lines, approximately 8,900

miles of overhead distribution lines, and

approximately 3,400 miles of

underground distribution lines.

II. The Reorganization

GPE, the newly formed holding

company, is authorized under its

Articles of Incorporation to issue

150,000,000 shares of common stock,

without par value (‘‘Common Stock’’)

and 390,000 shares of cumulative

preferred stock, $100 par value

(‘‘Preferred Stock’’). Also, under the

Articles of Incorporation, GPE is

authorized to issue 1,572,000 shares of

cumulative no par preferred stock

without par value and 11,000,000 shares

of preference stock without par value.

GPE will form another new Missouri

subsidiary, KC Merger Sub

Incorporated, (‘‘NewCo’’). KCPL will

merge with and into NewCo, with KCPL

as the surviving corporation, resulting

in KCPL becoming a wholly owned

subsidiary of GPE. KCPL will dividend

to GPE two of KCPL’s nonutility

subsidiaries, KLT and GP Power,

making both wholly owned subsidiaries

of GPE. KCPL Receivable, WYMO, and

Home Service will remain wholly

owned subsidiaries of KCPL or become

direct or indirect subsidiaries of GPE,

unless they are disposed of or dissolved.

Following the completion of the

Reorganization, GPE will register as a

public utility holding company under

section 5 of the Act.

To effect the Reorganization

approximately 62 million shares of GPE

common stock and approximately

390,000 shares of GPE Preferred Stock

will be issued in a one-to-one exchange

of shares. As of December 31, 2000, no

shares of cumulative no par preferred

stock or preference stock were issued or

outstanding. To the extent KCPL may

issue these types of shares prior to the

Reorganization, GPE requests authority

to issue corresponding shares of no par

preferred stock and preference stock as

necessary to consummate the one-to-one

exchange of shares.

Upon consummation of the share

exchange, (A) all of KCPL’s common

shares will be held by GPE, (B) KCPL

will have no preferred shares

outstanding, (C) all of GPE’s common

shares will be held by the former KCPL

common shareholders, and (D) all of

GPE’s preferred shares will be held by

the former KCPL preferred shareholders

(with the exception of the 4.00%

cumulative preferred stock to be

redeemed).

III. Post-Reorganization Financing

Applicants request authority to

establish: (A) A program of external

financing; (B) intrasystem credit support

arrangements; (C) interest rate hedging

measures; (D) and other intrasystem

transactions. Applicants are requesting

approval for each of the proposals

through December 31, 2004 (the

‘‘Authorization Period’’).

A. External Financing

GPE proposes to issue and sell from

time Common Stock and, directly or

indirectly, short-term and long-term

debt securities and other forms of

preferred or equity-linked securities. In

addition, as part of the one-to-one share

exchange for the Reorganization, GPE

also proposes to issue a limited amount

of Preferred Stock upon consummation

of the Reorganization. The aggregate

amount of all securities issued by GPE

during the Authorization Period will not

exceed $450 million.

1. GPE’s Issuance of Common Stock

GPE requests authority to issue

Common Stock, either: (a) Through

negotiation with underwriters, dealers,

or agents; (b) effected through

competitive bidding among

underwriters; (c) through private

placements or other non-public

offerings to one or more persons; and (d)

through its employee and director

compensation plans.18 If Common Stock

is sold in an underwritten offering, GPE

may grant the underwriters a ‘‘green

shoe’’ option permitting the purchase

from GPE, at the same price, additional

shares offered solely for the purpose of

covering over-allotments.

Also, as consideration for the

purchase of equity securities or assets of

other existing companies, GPE proposes

to issue stock options, performance

shares, stock appreciation rights

(‘‘SARs’’), warrants, or other stock

purchase rights that are exercisable for

Common Stock and to issue Common

Stock upon the exercise of options,

SARs, warrants, or other stock purchase

rights. Applicants further state that the

acquisition of any equity securities or

assets would be authorized in a separate

proceeding or would be exempt under

the Act or the rules. If this type of

consideration is used, the market value

of the Common Stock on the day before

closing, as negotiated by the parties,

will be counted against the proposed

$450 million limitation on financing.

2. GPE’s Issuance of Preferred Stock

GPE requests authorization to issue

Preferred Stock, as necessary to

accomplish the one-to-one exchange of

shares for the Reorganization. The

dividend rate on only series of Preferred

Stock will not exceed at the time of

issuance 500 basis points over the yield

to maturity of a U.S. Treasury security

having a remaining term equal to the

term of such securities. Dividends or

distributions on such Preferred Stock

will be made periodically and to the

extent funds are legally available for this

purpose, but may be made subject to

terms which allow the issuer to defer

dividend payments for specified

periods. Preferred Stock may be

convertible or exchangeable into share

of Common Stock.

3. GPE’s and the Financing Subsidiaries’

Issuance of Long-term Debt and Other

Preferred or Equity-Linked Securities

GPE requests authorization to issue

long-term debt, directly or indirectly,

through one or more financing

subsidiaries (‘‘Financing Subsidiary’’)

and to issue indirectly, through one or

more Financing Subsidiaries, other

types of preferred or equity-linked

securities (including, specifically, trust

preferred securities).

Long-term debt of GPE may be in the

form of unsecured notes (‘‘Debentures’’)

issued in one or more series. The

Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices 27709

Debentures of any series (a) may be

convertible into any other securities of

GPE, (b) will have a maturity ranging

from one to 50 years, (c) will bear

interest at a rate not to exceed 500 basis

points over the yield to maturity of a

U.S. Treasury security having a

remaining term approximately equal to

the term of these series of Debentures,

(d) may be subject to optional and/or

mandatory redemption, in whole or in

part, at par or at various premiums

above or discounts below the principal

amount, (e) may be entitled to

mandatory or optional sinking fund

provisions, (f) may provide for reset of

the coupon under a remarketing

arrangement, and (g) may be called from

existing investors or put to the

company, or both. the Debentures will

be issued under an indenture

(‘‘Indenture’’) to be entered into

between GPE and a national bank, as

trustee. Also, GPE’s long-term debt may

be in the form of bank lines of credit.

Loans under these bank lines will have

maturities of not more than five years

from the date of each borrowing and the

effective cost of the loans will not

exceed at the time of issuance 500 basis

points above London Interbank Offered

Rate (‘‘LIBOR’’).

GPE contemplates that the Debentures

would be issued and sold directly to: (a)

One or more purchasers in privately

negotiated transactions; (b) one or more

investment banking or underwriting

firms or other entities that would resell

the Debentures without registration

under the 1933 Act, in reliance upon

one or more applicable exemptions from

registration; or (c) the public through

underwriters. The maturity dates,

interest rates, call and/or put options,

redemption and sinking fund provisions

and conversion features, if any, will be

established by negotiation or

competitive bidding and reflected in the

applicable supplemental indenture,

officer’s certificate and purchase

agreement, or underwriting agreement.

Preferred or equity-linked securities

may be issued by one or more Financing

Subsidiaries, in one or more series, and

with rights, preferences, and priorities

as may be designated in the instrument

creating each series as determined by

GPE’s board of directors. The dividend

rate on any series of preferred or equitylinked securities will not exceed at the

time of issuance 500 basis points over

the yield of maturity of a U.S. Treasury

security having a remaining term equal

to the term of these securities.

Dividends of distribution on preferred

or equity-linked securities will be made

periodically and to the extent funds are

legally available, but may be made

subject to terms which allow the issuer

to defer dividend payments for specified

periods. Preferred or equity-linked

securities may be convertible or

exchangeable into shares of Common

Stock.

GPE states that without further

Commission authorization it will not

issue any preferred or equity-linked

securities or any Debentures that are not

at the time of original issuance rated at

least investment grade by a nationally

recognized statistical rating

organization.

4. GPE’s, KCPL’s, and the Nonutility

Subsidiaries’ Issuance of Short-term

Debt

GPE may sell, directly or indirectly

through one or more Financing

Subsidiaries, commercial paper or

establish bank lines of credit (‘‘Shortterm Debt’’) to provide financing for

general corporate purposes, other

working capital requirements, and

investments in new enterprises until

long-term financing can be obtained.

The effective cost of money on Shortterm Debt authorized in this proceeding

will not exceed at the time of issuance

500 basis points above LIBOR for

maturities of one year or less.

GPE also proposes to establish,

directly or indirectly, bank lines in an

aggregate principal amount sufficient to

support projected levels of short-term

borrowings and to provide an

alternative source of liquidity. Loans

under these lines will have maturities

not more than one year from the date of

each borrowing. GPE also may engage,

directly or indirectly, in other types of

short-term financing generally available

to borrowers with comparable credit

ratings.

KCPL requests authorization to issue

and sell from time to time during the

Authorization Period notes and other

evidence of indebtedness having a

maturity of one year or less in an

aggregate principal amount outstanding

at any one time not to exceed $500

million. Short-term financing could

include, without limitation, commercial

paper sold in established domestic or

European commercial paper markets in

a manner similar to GPE, bank lines of

credit, and other debt securities. The

effective cost of money on short-term

debt of KCPL authorized in this

proceeding will not exceed at the time

of issuance 500 basis points over LIBOR

for maturities of one year or less.

Nonutility Subsidiaries will engage in

financing transactions that are in almost

all cases exempt from prior Commission

authorization under rule 52(b), which

requires that any loan by GPE to a

Nonutility Subsidiary or by one

Nonutility Subsidiary to another must

have interest rates and maturities that

are designed to parallel the lending

company’s effective cost of capital.

Applicants also request authority to

make loans to any associate company at

interest rates and maturities designed to

provide a return to the lending company

of not less than its effective cost of

capital, if the Nonutility Subsidiary

making a borrowing is not wholly

owned by GPE, directly or indirectly,

and does not sell goods or services to

KCPL.

B. GPE’s and the Nonutility

Subsidiaries’ Guarantees and Other

Forms of Credit Support

GPE proposes to enter into guarantees

and other forms of credit support

agreements on behalf of KCPL and the

Nonutility Subsidiaries (collectively,

‘‘Subsidiaries’’) during the

Authorization Period in an aggregate

principal amount not to exceed $600

million outstanding at any one time.

GPE requests authorization to enter into

guarantees and capital maintenance

agreements, obtain letters of credit,

enter into expense agreements or

otherwise provide credit support

(collectively, ‘‘GPE Guarantees’’) on

behalf or for the benefit of any

Subsidiary in an aggregate principal

amount not to exceed $600 million

outstanding at any one time. GPE may

guarantee both securities issued by and

other contractual or legal obligations of

any Subsidiary. GPE proposes to charge

each Subsidiary a fee for each guarantee

provided on its behalf that is

determined by multiplying the amount

of the GPE Guarantee provided by the

cost of obtaining the liquidity necessary

to perform the guarantee (i.e., bank line

commitment fees or letter of credit fees,

plus other transactional expenses) for

the period of time the guarantee remains

outstanding.

Applicants request authority for

Nonutility Subsidiaries to provide

guarantees and other forms of credit

support (‘‘Nonutility Subsidiary

Guarantees’’) on behalf or for the benefit

of other Nonutility Subsidiaries in an

aggregate principal amount not to

exceed $300 million outstanding at any

one time. The Nonutility Subsidiary,

which provides any credit support, may

charge its associate company a fee for

each guarantee provided on its behalf, to

be determined by the same method used

for GPE’s Guarantees.

C. GPE and Subsidiary Hedging

Transactions

GPE and the Subsidiaries request

authorization to enter into interest rate

hedging transactions with respect to

existing indebtedness (‘‘Interest Rate

27710 Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices

Hedges’’), subject to certain limitations

and restrictions, in order to reduce or

manage interest rate cost. Interest Rate

Hedges will involve the use of financial

instruments commonly used in today’s

capital markets, such as interest rate

swaps, caps, collars, floors, and

structured notes (i.e., a debt instrument

in which the principal and/or interest

payments are indirectly linked to the

value of an underlying asset or index),

or transactions involving the purchase

or sale, including short sales, of U.S.

Treasury obligations.

D. Other Intrasystem Transactions and

Organizational Changes

1. Changes in Capital Stock of

Subsidiaries

Applicants state that the proposed

sale of capital securities may in some

cases exceed the then-authorized capital

stock of a Subsidiary. A Subsidiary may

choose to use capital stock with no par

value or receive a capital contribution

without issuing capital stock. Also, a

wholly owned Subsidiary may engage in

a reverse stock split to reduce franchise

taxes. To accommodate the proposed

transactions and to provide for future

issues, Applicants request authority to

change the terms of any wholly owned

Subsidiary’s authorized capital stock

capitalization by an amount deemed

appropriate by GPE or other

intermediate parent company. A

Subsidiary would be able to change the

par value, or change between par value

and no-par stock, without additional

Commission approval. Applicants state

that such action by a utility subsidiary

would be subject to and would only be

taken upon the receipt of any necessary

approvals by the state commissions in

the state or states in which the utility

subsidiary is incorporated and doing

business.

2. Financing Subsidiaries

GPE and the Subsidiaries request

authority to acquire, directly or

indirectly, the equity securities of one or

more Financing Subsidiaries organized

as corporations, trusts, partnerships or

other entities created specifically for the

purpose of facilitating the financing of

the authorized and exempt activities

(including exempt and authorized

acquisitions) of GPE and the

Subsidiaries through the issuance of

long-term debt or equity securities,

including but not limited to companyobligated mandatorily redeemable trust

preferred securities, to third parties.

Financing Subsidiaries would loan,

dividend or otherwise transfer the

proceeds of any financing to its parent

or to other Subsidiaries provided,

however, that a Financing Subsidiary of

KCPL will dividend, loan or transfer

proceeds of financing only to KCPL. The

terms of any loan of the proceeds of any

securities issued by a Financing

Subsidiary to GPE would mirror the

terms of those securities. GPE may, if

required, guarantee or enter into

expense agreements in respect to the

obligations of any Financing Subsidiary

that it organizes. The Subsidiaries also

may provide guarantees and enter into

expense agreements. If the direct parent

company of a Financing Subsidiary is

authorized in this proceeding or any

subsequent proceeding to issue longterm debt or similar types of equity

securities, then the amount of the

securities issued by that Financing

Subsidiary would count against the

limitation applicable to its parent for

those securities. However, the guaranty

by the parent of that security issued by

its Financing Subsidiary would not be

counted against the limitations on GPE

Guarantees or Subsidiary Guarantees. In

other cases, in which the parent

company is not authorized to issue

similar types of securities, the amount

of any guarantee not exempt that is

entered into by the parent company

with respect to securities issued by its

Financing Subsidiary will be counted

against the limitation on GPE

Guarantees or Subsidiary Guarantees.

3. Intermediate Subsidiaries

GPE proposes to acquire, directly or

indirectly through a Nonutility

Subsidiary, the securities of one or more

new subsidiary companies

(‘‘Intermediate Subsidiaries’’) which

may be organized exclusively for the

purpose of acquiring, holding and/or

financing the acquisition of the

securities of or other interest in one or

more EWGs, foreign utility companies

(‘‘FUCOs’’), ETCs, rule 58 companies or

other non-exempt Nonutility

Subsidiaries.

An Intermediate Subsidiary may be

organized: (a) To facilitate the making of

bids or proposals to develop or acquire

an interest in any exempt company, rule

58 company, or other non-exempt

Nonutility Subsidiary; (b) to facilitate

closing on the purpose or financing of

the acquired company; (c) to effect an

adjustment in the respective ownership

interests in the business held by GPE

and unaffiliated investors; (d) to

facilitate the sale of ownership interest

in one or more acquired nonutility

companies; (e) to comply with

applicable laws of foreign jurisdictions

limiting or otherwise relating to the

ownership of domestic companies by

foreign nationals; (f) to limit GPE’s

exposure to U.S. and foreign taxes; (g)

to further insulate GPE and KCPL from

operational or other business risks that

may be associated with investments in

non-utility companies; or (h) for other

lawful business purposes.

Investments in Intermediate

Subsidiaries may take the form of any

combination of the following: purchases

of capital shares, partnership interests,

member interests in limited liability

companies, trust certificates or other

forms of equity interests; capital

contributions; open account advances

with or without interest; loans; and

guarantees issued, provided or arranged

in respect of the securities or other

obligations of any Intermediate

Subsidiaries. Funds for any direct or

indirect investment in any Intermediate

Subsidiary will be derived from: (a)

Financings authorized in this

proceeding; (b) any appropriate future

debt or equity securities issuance

authorization obtained by GPE from the

Commission; and (c) other available

cash resources, including proceeds of

securities sales by a Nonutility

Subsidiary. To effect any consolidation

or other reorganization, GPE seeks to

either contribute the equity securities of

one Nonutility Subsidiary to another

Nonutility Subsidiary or sell (or cause a

Nonutility Subsidiary to sell) the equity

securities of one Nonutility Subsidiary

to another Nonutility Subsidiary. These

transactions may take the form of a

Nonutility Subsidiary selling,

contributing or transferring the equity

securities of a subsidiary as a dividend

to an Intermediate Subsidiary or the

acquisition by Intermediate

Subsidiaries, directly or indirectly, of

the equity securities of companies,

either by purchase or by receipt of a

dividend. The purchasing Nonutility

Subsidiary in any transaction structured

as an intrasystem sale of equity

securities may execute and deliver its

promissory note evidencing all or a

portion of the consideration given. Any

transaction structured as a sale will be

carried out for a consideration equal to

the book value of the equity securities

being sold.

GPE also requests authority for

Intermediate Subsidiaries to provide

management, administrative, project

development and operating services to

entities at fair market prices and

requests an exemption (to the extent

that Rule 90(d) does not apply) from the

cost standards of section 13(b) and rules

90 and 91 under the Act in any case in

which the Non-Utility Subsidiary

purchasing such goods or services is:

(a) A FUCO and foreign EWG that derives

no part of its income, directly or indirectly

from the generation, transmission, or

Federal Register / Vol. 66, No. 97 / Friday, May 18, 2001 / Notices 27711

19The first transmission line lease is with Kansas

Gas and Electric Company, a wholly owned

subsidiary of Western Resources, Inc., for the Wolf

Creek/LaCygne transmission line under a tariff on

file with the FERC. The second transmission line

lease is with Associated Electric Cooperative, Inc.

for KCPL’s share of certain Joint Facilities, as

defined in the Coordinating Agreement by and

among Associated Electric Cooperative, Inc., Kansas

City Power & Light Company, St. Joseph Light &

Power Company, Nebraska Public Power District,

Omaha Public Power District, City of Lincoln and

Iowa Power Inc. for the Cooper-Fairport-St. Joseph

345 Kilovolt Interconnection.

20The combustion turbine lease is with First

Security Bank, N.A. as Owner Trustee, which

expires October 2001, unless extended by mutual

agreement of KCPL and the lessor.

distribution of electric energy for sale within

the United States;

(b) An EWG that sells electricity at marketbased rates which have been approved by the

FERC, provided that the purchaser is not

KCPL;

(c) A ‘‘qualifying facility’’ (‘‘QF’’) within

the meaning of the Public Utility Regulatory

Policies Act of 1978, as amended (‘‘PURPA’’)

that sells electricity exclusively (i) at rates

negotiated at arms’ length to one or more

industrial, commercial customers purchasing

the electricity for their own use and not for

resale, and/or (ii) to an electric utility

company at the purchaser’s ‘‘avoided cost’’ as

determined in accordance with the

regulations under PURPA;

(d) A domestic EWG or QF that sells

electricity at rates based upon its cost of

service, as approved by FERC or any state

public utility commission having

jurisdiction, provided that the purchaser is

not KCPL; or

(e) A rule 58 subsidiary or any other

Nonutility Subsidiary that (i) is partiallyowned by GPE, provided that the ultimate

purchaser of such goods or services is not

KCPL (or any other entity that GPE may form

whose activities and operations are primarily

related to the provision of goods and services

to KCPL), (ii) is engaged solely in the

business of developing, owning, operating

and/or providing services or goods to

Nonutility Subsidiaries described in clauses

(a) through (e) immediately above, or (iii)

does not derive, directly or indirectly, any

material part of its income from sources

within the United States and is not a publicutility company operating within the United

States.

4. Payment of Dividends out of Capital

and Unearned Surplus

GPE proposes, on behalf of each of its

current and future non-exempt

Nonutility Subsidiaries, that the

companies be permitted to pay

dividends with respect to the securities

of these companies, from time to time

through the Authorization Period, out of

capital and unearned surplus (including

revaluation reserve), to the extent

permitted under applicable corporate

law. However, without further approval

of the Commission, no non-exempt

Nonutility Subsidiary will declare or

pay any dividend out of capital or

unearned surplus if the Nonutility

Subsidiary derives any material part of

its revenues from the sale of goods,

services, electricity or natural gas to

KCPL. GPE requests that the

Commission reserve jurisdiction over

dividends paid by any non-exempt

Nonutility Subsidiary.

IV. Use of Proceeds

The proceeds from the postReorganization financings will be used

for general corporate purposes,

including: financing investments by and

capital expenditures of GPE and its

subsidiaries; funding of future

investments in any EWG, FUCO, ETC,

or energy-related or gas-related

company within the meaning of rule 58;

the repayment, redemption, refunding

or purchase by GPE or any subsidiary of

its own securities; financing working

capital requirements of GPE and its

subsidiaries; and for any other lawful

corporate purposes. More specifically,

the proceeds of the long-term debt or

other preferred or equity-linked

securities will enable GPE to reduce

short-term debt with permanent capital

and provide an important source of

future financing for the operations of

and investments in nonutility

businesses exempt under the Act.

Applicants represent that no financing

proceeds will be used to acquire the

securities of or other interest in any

company unless the acquisition has

been approved by the Commission in

this proceeding, in a separate

proceeding, or in accordance with an

available exemption under the Act or

rules, including sections 32 and 33 and

rule 58. Also, proceeds of financings

and guarantees utilized to fund

investments in rule 58 companies will

be subject to the limitations of that rule.

V. Leases and Service Arrangements

Finally, GPE requests authorization

under section 9(a)(1) for KCPL and GPE

to engage in certain leasing transactions

and authorization under sections 12 and

13 for certain intrasystem transactions.

KCPL currently leases certain utility

assets for use in providing electric

service within its service territory. Two

of these leases are for transmission

assets,19 and one lease is for a

combustion turbine.20 KCPL also leases

from nonaffiliates a number of railcars

for the purpose of delivering fuel to

KCPL’s electric generating plants.

Also, KCPL holds contracts for

delivery of five combustion turbines.

Following the Reorganization, KCPL

may transfer these contracts to GP

Power, an EWG affiliate. In the

alternative, KCPL may transfer these

contracts to nonaffiliated parties that, in

turn, would lease the delivered turbines

to KCPL or GP Power for use in GP

Power’s EWGs.

KCPL has been providing

administrative, management, technical,

legal and other support services to its

subsidiaries for some years, subject to

regulation by the MPSC and KCC. KCPL

intends to file with the Commission not

later than October 1, 2001, an

application/declaration seeking

authority to create a service company

and to implement the final support

service structure for the GPE holding

company system (‘‘GPE System’’). Until

the application/declaration is made

effective, Applicants request

authorization under section 13(b) of the

Act and rules for KCPL and the

Nonutility Subsidiaries, after

consummation of the Reorganization, to

provide services on an interim basis, as

well as sell goods, to each other and to

GPE (as well as services and goods of a

substantially similar nature). Applicants

request that the provision of services of

sale of goods may be on a basis other

than ‘‘cost,’’ provided the pricing

arrangements are consistent with

applicable Missouri and Kansas statutes

and regulations. KCPL request that the

interim authority extend until December

31, 2001, at which time, KCPL intends

to implement the final service company

structure for the GPE System.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–12507 Filed 5–17–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–44304; File No. 4–444]

Roundtable on Portals

AGENCY: Securities and Exchange

Commission

ACTION: Notice of roundtable meeting.

SUMMARY: On May 23, 2001, the

Securities and Exchange Commission

will host a roundtable to discuss issues

related to relationships between Internet

websites and financial service

providers. Invitees include a cross

section of individuals, including

representatives from the financial

industry, representatives of the Internet

community, regulators, and academics.

The roundtable will take place at the

Commission’s William O. Douglas

Room, Room 1C30, 450 Fifth Street,

NW., Washington, DC, from 1 p.m. to