Federal Register / Vol. 70, No. 217 / Thursday, November 10, 2005 / Notices 68481 

ROUTINE USES OF RECORDS MAINTAINED IN THE

SYSTEM, INCLUDING CATEGORIES OF USERS AND

THE PURPOSES OF SUCH USES: 

See Blanket Routine Uses, 44 FR 

18572, Mar. 28, 1979, and 53 FR 36142, 

Sept. 16, 1988. Also, the information in 

this system of records is routinely used 

to maintain a record of all holders of 

identification cards and to identify 

those cards that are lost or stolen. 

DISCLOSURE TO CONSUMER REPORTING

AGENCIES: 

Not applicable. 

POLICIES AND PRACTICES FOR STORING, 

RETRIEVING, ACCESSING, RETAINING, AND

DISPOSING OF RECORDS IN THE SYSTEM: 

STORAGE: 

Stored on paper in a file cabinet. 

RETRIEVABILITY: 

Records are retrievable by (1) An 

individual’s name, (2) the identification 

card number, and (3) the date on which 

the card was issued or destroyed. 

SAFEGUARDS: 

Records are maintained in a file 

cabinet. During duty hours, the file 

cabinet is under surveillance of 

personnel charged with custody of the 

records and, after duty hours, the 

records are stored in a locked file 

cabinet behind locked doors. Access to 

the cabinet is limited to personnel 

having a need for access to perform their 

official functions. 

RETENTION AND DISPOSAL: 

The records will be maintained for the 

life of the system of records. 

SYSTEM MANAGER(S) AND ADDRESS: 

The Administrative Officer at the 

following OSHRC locations: 1120 20th 

Street, NW., Ninth Floor, Washington, 

DC 20036–3457; 100 Alabama Street, 

SW., Building 1924, Room 2R90, 

Atlanta, GA 30303–3104; and 1244 

North Speer Boulevard, Room 250, 

Denver, CO 80204–3582. 

NOTIFICATION PROCEDURE: 

Individuals interested in inquiring 

about their records should notify: 

Patricia Randle, Executive Director, 

OSHRC, 1120 20th Street, NW., Ninth 

Floor, Washington, DC 20036–3457. For 

an explanation on how such requests 

should be drafted, refer to 29 CFR 

2400.5 (notification), and 29 CFR 2400.6 

(procedures for requesting records). 

RECORD ACCESS PROCEDURES: 

Individuals who wish to gain access 

to their records should notify: Patricia 

Randle, Executive Director, OSHRC, 

1120 20th Street, NW., Ninth Floor, 

Washington, DC 20036–3457. For an 

explanation on how such requests 

should be drafted, refer to 29 CFR 

2400.6 (procedures for requesting 

records). 

CONTESTING RECORD PROCEDURES: 

Individuals who wish to contest their 

records should notify: Patricia Randle, 

Executive Director, OSHRC, 1120 20th 

Street, NW., Ninth Floor, Washington, 

DC 20036–3457. For an explanation on 

the specific procedures for contesting 

the content of a record, refer to 29 CFR 

2400.7 (procedures for requesting 

amendment). 

RECORD SOURCE CATEGORIES: 

Information contained in the system 

is obtained from individuals who have 

been issued OSHRC identification cards. 

EXEMPTIONS CLAIMED FOR THE SYSTEM: 

None. 

Dated: November 3, 2005. 

W. Scott Railton, 

Chairman. 

[FR Doc. 05–22409 Filed 11–9–05; 8:45 am] 

BILLING CODE 7600–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 35–28057] 

Filings Under the Public Utility Holding 

Company Act of 1935, as Amended 

(‘‘Act’’) 

November 4, 2005. 

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 

November 29, 2005, to the Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303, 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 

November 29, 2005, the application(s) 

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

amended, may be granted and/or 

permitted to become effective. 

Ameren Corp., et al. (70–8945) 

Ameren Corporation (‘‘Ameren’’), a 

registered holding company, 1901 

Chouteau Avenue, St. Louis, Missouri 

63103, CIPSCO Investment Company 

(‘‘CIPSCO Investment’’), a wholly 

owned subsidiary of Ameren, and 

CIPSCO Investment’s wholly owned 

subsidiary, CIPSCO Leasing Company 

(‘‘CIPSCO Leasing’’), both of 607 East 

Adams Street, Springfield, Illinois 

62739, and AmernEnergy Resources 

Generating Company (‘‘AERG’’), a 

wholly owned indirect electric utility 

company subsidiary of Ameren, 300 

Liberty Street, Peoria, Illinois 61602, 

have filed an application-declaration 

under Sections 6(a), 7, 9(a),10, 11(b)(1), 

12(b) and 12(f) of the Act and Rules 45 

and 54 under the Act (‘‘Application’’). 

Applicants seek a divestiture order for 

tax purposes that would require the 

divestiture of CIPSCO Leasing’s whollyowned subsidiary, CLC Aircraft Leasing 

Company (‘‘CLC’’) or of CLC’s 100% 

interest in an MD–88 commercial 

passenger aircraft that is leased to Delta 

Air Lines, Inc. (‘‘Delta’’). 

I. Background 

A.The Ameren System 

Ameren directly owns all of the 

issued and outstanding common stock 

of Union Electric Company, doing 

business as ‘‘AmerenUE,’’ Central 

Illinois Public Service Company, doing 

business as ‘‘AmerenCIPS,’’ and Illinois 

Power Company doing business as 

‘‘AmerenIP,’’ and indirectly through 

CILCORP Inc., an exempt holding 

company, owns all of the issued and 

outstanding common stock of Central 

Illinois Light Company, doing business 

as ‘‘AmerenCILCO.’’

Together, AmerenUE, AmerenCIPS, 

AmerenIP and AmerenCILCO provide 

retail and wholesale electric service to 

approximately 2.3 million customers 

and retail natural gas service to 

approximately 935,000 customers in 

parts of Missouri and Illinois. In 

addition, AmerenCILCO holds all of the 

outstanding common stock of AERG. 

AERG is a non-exempt electric utility 

generating subsidiary to which 

AmerenCILCO transferred substantially 

all of its generating assets in October 

2003. 

68482 Federal Register / Vol. 70, No. 217 / Thursday, November 10, 2005 / Notices 

1On September 14, 2005, Delta and its 

subsidiaries filed voluntary petitions for 

reorganization under Chapter 11 of the U.S. 

Bankruptcy Code. The matter is pending before the 

U.S. Bankruptcy Court for the Southern District of 

New York. 

2Any such transfer would be qualified by and 

subject to any restriction or limitations on transfer 

set forth in the operative lease documents, the 

Bankruptcy Code, and other applicable law, 

including the Revised Interim Order Pursuant to 

Sections 105(a) and 362 of the Bankruptcy Code 

Establishing Notification Procedures and Approving 

Restriction on Certain Transfers of Claims against 

and Interests in the Debtors’ Estates entered in the 

Delta bankruptcy case on September 16, 2005. 

Ameren also directly owns all of the 

issued and outstanding common stock 

of CIPSCO Investment, a non-utility 

subsidiary that in turn owns all of the 

issued and outstanding common stock 

of, among other subsidiaries, CIPSCO 

Leasing. CIPSCO Leasing, directly or 

through subsidiaries, invests in certain 

long-term leveraged lease transactions. 

As relevant to this Post-Effective 

Amendment, CIPSCO Leasing’s whollyowned subsidiary, CLC, holds a 100% 

interest as the owner participant in an 

MD–88 commercial passenger aircraft 

that is leased to Delta (the ‘‘Aircraft 

Lease Interest’’). 

B. Relevant History 

By order dated December 30, 1997, in 

this proceeding (Holding Co. Act 

Release No. 26809) (the ‘‘Merger 

Order’’), the Commission authorized 

Ameren to acquire all of the issued and 

outstanding common stock of 

AmerenUE and CIPSCO Incorporated, 

which was then the parent company of 

AmerenCIPS, to organize a service 

company subsidiary, and to issue and 

sell common stock pursuant to certain 

stock plans. In addition, the 

Commission authorized Ameren to 

retain the direct and indirect non-utility 

subsidiaries and investments of 

AmerenUE and CIPSCO Incorporated, 

subject to certain exceptions. 

Specifically as it relates to the instant 

Application, the Commission 

determined that the Aircraft Lease 

Interest was retainable under Section 

9(c)(3) of the Act. 

Although the Aircraft Lease Interest is 

a ‘‘passive’’ investment, CIPSCO Leasing 

has already captured the tax benefits (in 

the form of accelerated depreciation) 

associated with the leased equipment. 

Thus, the economic characteristics 

associated with this investment are no 

longer the same as they were at the time 

of the Merger Order. Ameren has 

concluded, therefore, that the Aircraft 

Lease Interest is not retainable under the 

standards of either Section 11(b)(1) of 

the Act or under Commission 

precedents interpreting Section 9(c)(3) 

of the Act. 

Accordingly, Ameren requests that 

the Commission issue a supplemental 

order in this proceeding to: (i) Require 

Ameren to sell or otherwise dispose of 

the Aircraft Lease Interest or of the 

equity securities of CLC Aircraft not 

later than February 8, 2006; (ii) recite 

that such sale or disposition of the 

Aircraft Lease Interest or of the equity 

securities of CLC Aircraft is necessary or 

appropriate to the integration or 

simplification of the Ameren holding 

company system and to effectuate the 

provisions of Section 11(b)(1); (iii) 

require that the net proceeds from such 

sale or disposition be utilized within 24 

months of the receipt thereof to retire or 

cancel securities representing 

indebtedness of the transferor or 

otherwise expended for property other 

than ‘‘nonexempt property’’ within the 

meaning of section 1083 of the Internal 

Revenue Code, as amended (the ‘‘Code’’) 

or invested as a contribution to the 

capital, or as paid-in surplus, of another 

direct or indirect subsidiary of Ameren 

in a manner that satisfies the 

nonrecognition provisions of Code 

section 1081; and (iv) recite that such 

expenditure or investment by the 

transferor is necessary or appropriate to 

the integration or simplification of the 

Ameren holding company system. 

C. Summary of Relevant Provisions of 

the Code 

Ameren explains that Code section 

1081(b)(1) provides for the 

nonrecognition of gain or loss from a 

sale or exchange of property made in 

obedience to a Commission order. Code 

section 1082(a)(2) requires that any 

unrecognized gain under Code section 

1081(b)(1) be applied to reduce the basis 

of the transferor’s remaining assets in a 

specified manner. 

Ameren submits that an exception 

from this nonrecognition treatment 

exists under Code section 1081(b)(2), 

which specifies that if property received 

in connection with any sale or 

disposition is ‘‘nonexempt property,’’

then such ‘‘nonexempt property’’ or an 

amount equal to the fair market value of 

such ‘‘nonexempt property’’ must, 

within 24 months of the time of the 

transfer, in accordance with an order of 

the Commission, be expended for 

property other than ‘‘nonexempt 

property’’ or invested as a contribution 

to the capital, or as paid-in surplus, of 

another corporation, and the 

Commission’s order recites that such 

expenditure or investment by the 

transferor corporation is necessary or 

appropriate to the integration or 

simplification of the holding company 

system of which the transferor 

corporation is a member. Code section 

1081(b)(3) provides that an appropriate 

expenditure for property other than 

‘‘nonexempt property’’ for purposes of 

Code section 1081(b)(2) includes each of 

(1) a payment in complete or partial 

retirement or cancellation of securities 

representing indebtedness of the 

transferor and (2) the amount of any 

liability of the transferor that is assumed 

(or to which transferred property is 

subject) in connection with any transfer 

of property in obedience to a 

Commission order. 

Ameren further submits that Code 

section 1081(d) provides for the 

nonrecognition of gain or loss from 

certain intercompany transactions 

within the same system group if such 

transactions are made in obedience to a 

Commission order. 

D. Sale of the Lease Interests 

CIPSCO Leasing intends to seek a 

buyer or buyers for the Aircraft Lease 

Interest or of the equity securities of 

CLC Aircraft in a privately negotiated 

transaction. Alternatively, as a result of 

the bankruptcy of Delta,1 CLC Aircraft, 

as owner participant under the lease, 

may, in the bankruptcy proceeding, 

forfeit its beneficial interest (as owner 

participant) in the leased aircraft if the 

indenture trustee, on behalf of the debt 

participants in the leveraged lease 

transaction, exercises its remedy to take 

title to the aircraft.2 Such transfer of the 

beneficial interest in the leased aircraft 

to the indenture trustee would be 

treated as a ‘‘sale’’ for federal income tax 

purposes for an amount equal to the 

outstanding balance of the leveraged 

lease debt. In either event, Ameren 

expects that such transfer will result in 

a significant amount of gain for federal 

income tax purposes. Accordingly, 

CIPSCO Leasing will structure any such 

transfer in a manner that will enable it 

to utilize the non-recognition provisions 

of Code section 1081. 

In order to achieve this result, the 

Applicants will engage in a series of 

essentially simultaneous intercompany 

transactions the purpose of which is to 

structure the sale of the Aircraft Lease 

Interest or of the equity securities of 

CLC Aircraft to occur from a subsidiary 

of Ameren (in this case AERG) that has 

sufficient tax basis in similar classes of 

property to absorb the basis reductions 

required by Code section 1082(b). 

More specifically, CIPSCO Leasing 

intends to engage in the following 

transactions (the ‘‘Proposed 

Transactions’’): 

1. On or prior to the closing date with 

respect to the sale of the Aircraft Lease 

Interest or of the equity securities of CLC 

Aircraft (the ‘‘Closing Date’’), CIPSCO 

Federal Register / Vol. 70, No. 217 / Thursday, November 10, 2005 / Notices 68483 

3By order dated December 18, 2003 (Holding Co. 

Act Release No. 27777) (the ‘‘December 2003 

Order’’), the Commission authorized Ameren and 

its non-utility subsidiaries to, among other things, 

convert the capital structure of non-utility 

subsidiaries from one business form to another. 

Leasing will transfer the stock of CLC Aircraft 

to AERG in exchange for a promissory note 

in the form of Exhibit B–7 (the ‘‘AERG Note’’) 

and/or cash (together, the AERG Note and the 

cash are referred to herein as the ‘‘AERG 

Consideration’’). 

2. On or prior to the Closing Date, Ameren 

will cause CLC Aircraft to convert into a 

Delaware limited liability company.3

3. On the Closing Date, AERG will either 

sell the Aircraft Lease Interest or the 

membership interests of CLC Aircraft to a 

buyer or buyers in exchange for 

consideration (which is expected to be 

nominal) or transfer the Aircraft Lease 

Interest and/or the membership interests of 

CLC Aircraft to the indenture trustee for the 

benefit of the debt participants in the existing 

leveraged lease structure, which, for federal 

income tax purposes, will be treated as a 

deemed sale of the Aircraft Lease Interest. 

4. Within 24 months after such Closing 

Date, AERG will expend the consideration 

received from the buyer or buyers to reduce 

the AERG Note (if any) or will otherwise 

expend or invest such cash in accordance 

with Code section 1081(b). 

As indicated, the Proposed 

Transactions are intended to allow 

Ameren to match the unrecognized gain 

from the sale of the Aircraft Lease 

Interest or of the membership interests 

of CLC Aircraft under Code section 

1081(b) to AERG since AERG is one of 

the subsidiaries of Ameren that has a 

sufficiently high tax basis in other 

similar classes of property such that the 

unrecognized gain can be fully absorbed 

by the basis reductions required by 

Code section 1082(a)(2). 

II. Requests for Authority 

Ameren requests that the Commission 

authorize (a) AERG to acquire the stock 

of CLC Aircraft from CIPSCO Leasing 

and (b) AERG to issue and CIPSCO 

Leasing to acquire the AERG Note, in 

each case prior to February 8, 2006. The 

aggregate amount of the AERG 

Consideration (i.e., AERG Note and/or 

cash) will be fixed on or before the 

Closing Date to be equal to or less than 

the amount of consideration (which may 

be nominal) agreed to be paid by the 

buyer or buyers of the Aircraft Lease 

Interest or of the membership interests 

of CLC Aircraft, such that the proceeds 

of the sale will be at least sufficient to 

enable AERG to retire the AERG Note (if 

any) on or shortly after the Closing Date; 

and, in any event will not exceed $10 

million. The AERG Note (if any) will 

bear interest at a daily floating rate per 

annum (computed on the basis of a 360- 

day year consisting of twelve 30 day 

months) equal to the ‘‘1-Month 

Nonfinancial Commercial Paper’’ rate 

published by the Federal Reserve in its 

H.15 Selected Interest Rates publication. 

In addition, in accordance with Code 

section 1081(f), Ameren requests that 

the Commission’s supplemental order in 

this proceeding confirm that (1) The 

proposed disposition of the Aircraft 

Lease Interest or of the membership 

interests of CLC Aircraft through the 

Proposed Transactions will be a 

disposition for cash or cash equivalents 

in compliance with the supplemental 

order, (2) the application of the net 

proceeds to retire all or part of the 

AERG Note will be a complete or partial 

retirement of securities representing 

indebtedness of AERG, (3) the amount 

of liabilities assumed and the amount of 

liabilities to which transferred property 

is subject upon the disposition of the 

Aircraft Lease Interest or membership 

interests of CLC Aircraft through the 

Proposed Transactions will be an 

expenditure for property other than 

‘‘nonexempt property’’ in compliance 

with the supplemental order, and (4) 

accordingly, each of the Proposed 

Transactions is necessary or appropriate 

to the integration or simplification of 

the Ameren holding company system 

and will effectuate the provisions of 

Section 11(b)(1) of the Act. 

FirstEnergy Corp., et al. (70–10122) 

FirstEnergy Corp. (‘‘FirstEnergy’’), a 

registered holding company, and the 

following subsidiaries of FirstEnergy 

(together with FirstEnergy, 

‘‘Applicants’’), Ohio Edison Company, a 

wholly-owned public-utility company 

subsidiary of FirstEnergy, its nonutility 

company subsidiaries, The Cleveland 

Electric Illuminating Company, a 

wholly-owned public-utility company 

subsidiary of FirstEnergy, its nonutility 

subsidiary companies, The Toledo 

Edison Company, a wholly-owned 

public-utility company subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, Pennsylvania Power 

Company (‘‘Penn Power’’), a whollyowned public-utility company 

subsidiary of FirstEnergy, American 

Transmission Systems, Incorporated 

(‘‘ATSI’’), a wholly-owned public-utility 

company subsidiary of FirstEnergy, 

Jersey Central Power & Light Company 

(‘‘JCP&L’’), a wholly-owned publicutility company subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, Pennsylvania Electric 

Company (‘‘Penelec’’), a wholly-owned 

public-utility company subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, Metropolitan Edison 

Company (‘‘Met-Ed’’), a wholly-owned 

public-utility company subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, York Haven Power 

Company, a wholly-owned publicutility company subsidiary of 

FirstEnergy, The Waverly Electric Power 

& Light Company, a wholly-owned 

public-utility company subsidiary of 

FirstEnergy, FE Acquisition Corp., a 

wholly-owned nonutility subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, FirstEnergy Properties, Inc., 

a wholly-owned nonutility subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, FirstEnergy Facilities 

Services Group, LLC, a wholly-owned 

nonutility subsidiary of FirstEnergy, its 

nonutility subsidiary companies, 

FELHC, Inc., a wholly-owned nonutility 

subsidiary of FirstEnergy, FirstEnergy 

Securities Transfer Company, a whollyowned nonutility subsidiary of 

FirstEnergy, FirstEnergy Nuclear 

Operating Company, a wholly-owned 

nonutility subsidiary of FirstEnergy, 

FirstEnergy Solutions Corp., a whollyowned nonutility subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, FirstEnergy Ventures Corp., 

a wholly-owned nonutility subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, Marbel Energy Corporation, 

a wholly-owned nonutility subsidiary of 

FirstEnergy, its nonutility subsidiary 

companies, FirstEnergy Service 

Company (‘‘Service Company’’), a 

wholly-owned service company 

subsidiary of FirstEnergy, GPU Capital, 

Inc., a wholly-owned nonutility 

subsidiary of FirstEnergy, its nonutility 

subsidiary companies, GPU Electric, 

Inc., a wholly-owned nonutility 

subsidiary of FirstEnergy, its nonutility 

subsidiary companies, GPU Diversified 

Holdings, LLC, a wholly-owned 

nonutility subsidiary of FirstEnergy, its 

nonutility subsidiary companies, GPU 

Power, Inc., a wholly-owned nonutility 

subsidiary of FirstEnergy, its nonutility 

subsidiary companies, FirstEnergy 

Telecom Services, Inc., a wholly-owned 

nonutility subsidiary of FirstEnergy, its 

nonutility subsidiary companies, GPU 

Nuclear, Inc., a wholly-owned 

nonutility subsidiary of FirstEnergy, 

MYR Group, Inc. (‘‘MYR’’), a whollyowned nonutility subsidiary of 

FirstEnergy, and its nonutility 

subsidiary companies, all 76 South 

Main Street, Akron, Ohio 44308, have 

filed a post-effective amendment (‘‘PostEffective Amendment’’) to a previously 

filed application-declaration under 

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

the Act and rules 42, 43, 45, 46, 53, 54, 

87(b), and 90–92 under the Act. 

By order dated June 30, 2003 (HCAR 

No. 27694, as modified ‘‘Current 

68484 Federal Register / Vol. 70, No. 217 / Thursday, November 10, 2005 / Notices 

4The Commission modified HCAR No. 27694 by 

order dated November 25, 2003 (HCAR No. 27769). 

5February 8, 2006 is the effective date of repeal 

of the Act. 

6The Nonutility Subsidiaries and Utility 

Subsidiaries are referred to collectively as 

‘‘Subsidiaries.’’

7More specifically, Energy Related Companies 

may engage in energy management and consulting 

activities anywhere outside the United States and 

energy marketing and related activities in Canada 

and Mexico. Under the Current Financing Order, 

investments in Energy Related Companies count 

toward FirstEnergy’s limit under rule 58 on 

investments in ‘‘energy-related companies.’’

8 In a separate, pending post-effective 

amendment, FirstEnergy is requesting that the 

Commission release jurisdiction over the sale of 

infrastructure services by MYR and other Energy 

Related Companies in Canada. 

Financing Order’’),4 the Commission 

authorized FirstEnergy Corp., an Ohio 

corporation (‘‘FirstEnergy’’) and its 

subsidiaries to engage in a program of 

external financing, intrasystem 

financing, and other related transactions 

for the period through and including 

December 31, 2005 (‘‘Prior 

Authorization Period’’). FirstEnergy and 

its subsidiaries request by this PostEffective Amendment a further order 

extending through February 8, 2006 

(‘‘New Authorization Period’’) 5: (1) 

Their existing financing authority under 

the Current Financing Order; and (2) the 

Commission’s reservations of 

jurisdiction over various matters, 

described below. 

Generally, by the Current Financing 

Order, the Commission authorized 

Applicants to engage in the following 

transactions during the Authorization 

Period: 

(1) FirstEnergy may issue and sell directly 

or indirectly through one or more special 

purpose financing entities (‘‘Financing 

Subsidiaries’’): (a) Common stock and/or 

options, warrants, equity-linked securities or 

stock purchase contracts convertible into or 

exercisable for common stock, (b) preferred 

stock and other forms of preferred securities 

(including trust preferred securities), (c) new 

long-term debt securities having maturities of 

one year or more up to 50 years, and (d) 

commercial paper, promissory notes and 

other forms of short-term indebtedness 

having maturities of less than one year 

(‘‘Short-term Debt’’) in an aggregate amount 

not to exceed $4.5 billion, excluding 

securities issued for purposes of refunding or 

replacing other outstanding securities where 

FirstEnergy’s capitalization is not increased 

as a result thereof, provided that the 

aggregate amount of Short-term Debt at any 

time outstanding shall not exceed $1.5 

billion; 

(2) FirstEnergy may enter into and perform 

interest rate hedging transactions (‘‘Hedge 

Instruments’’) and with respect to anticipated 

debt offerings (‘‘Anticipatory Hedges’’) to 

manage volatility of interest rates associated 

with its and its subsidiaries’ outstanding 

indebtedness and anticipated debt offerings; 

(3) FirstEnergy may issue and/or purchase 

on the open market for purposes of 

reissuance up to 30 million shares of 

common stock and/or stock options or other 

stock-based awards exercisable for common 

stock pursuant to its dividend reinvestment 

and stock-based management incentive and 

employee benefits plans (‘‘Stock Plans’’) 

maintained by FirstEnergy for the benefit of 

shareholders, officers, directors and 

employees; 

(4) FirstEnergy may issue one purchase 

right together with each new share of 

common stock issued in accordance with the 

authority requested; (5) JCP&L, Penn Power, 

Met-Ed, Penelec and ATSI may issue and sell 

Short-term Debt in aggregate principal 

amounts at any time outstanding not to 

exceed: (a) in the case of JCP&L and Penn 

Power, the limitation on short-term 

indebtedness contained in their respective 

charters ($414 million and $49 million, 

respectively, as of June 30, 2005), (b) $250 

million in the cases of Penelec and Met-Ed, 

and (c) $500 million in the case of ATSI; 

(5) FirstEnergy may guarantee and provide 

other forms of credit support (‘‘FirstEnergy 

Guarantees’’) on behalf of its subsidiaries in 

an aggregate amount which, taking into 

account any guarantees provided by 

FirstEnergy’s nonutility subsidiaries 

(‘‘Nonutility Subsidiaries’’), will not exceed 

$4.0 billion outstanding at any time; 

(6) FirstEnergy may maintain and continue 

funding a money pool (‘‘Utility Money Pool’’) 

for its public-utility company subsidiaries 

(‘‘Utility Subsidiaries’’) and a separate money 

pool (‘‘Nonutility Money Pool’’) for the 

benefit of the Nonutility Subsidiaries 

(together, ‘‘Money Pools’’) and, to the extent 

not exempt under rule 52, FirstEnergy’s 

subsidiaries may borrow and extend credit to 

each other through the Money Pools by 

issuing and acquiring demand notes 

evidencing those borrowings and extensions 

of credit; 6

(7) Applicants are authorized to make 

loans Nonutility Subsidiaries that are less 

than wholly-owned (directly or indirectly) by 

FirstEnergy at interest rates and maturities 

designed to provide a return to the lending 

company of not less than its effective cost of 

capital; 

(8) FirstEnergy and the Subsidiaries may 

enter into a tax allocation agreement with 

respect to tax year 2002 and later years that 

does not conform in all respects to the 

requirements of rule 45(c); 

(9) FirstEnergy and the Subsidiaries may 

change the capitalization of any Subsidiary 

50% or more of whose stock is held by 

FirstEnergy or any other intermediate parent 

company; 

(10) Nonutility Subsidiaries may declare 

and pay dividends out of capital or unearned 

surplus, subject to certain restrictions; 

(11) FirstEnergy may acquire interests in 

certain companies (‘‘Energy Related 

Companies’’) that would qualify as ‘‘energyrelated companies,’’ as defined in rule 58, but 

for the fact that a substantial portion of their 

revenues are derived from activities outside 

the United States,7 subject to certain 

reservations of jurisdiction described below; 

(12) FirstEnergy may invest, directly or 

through Nonutility Subsidiaries, up to $300 

million at any time on preliminary 

development activities relating to potential 

new investments in nonutility businesses; 

(13) FirstEnergy may consolidate the direct 

and indirect ownership interests in certain 

existing nonutility businesses and former 

subsidiaries of GPU, Inc. (‘‘GPU’’) under one 

or more existing or future nonutility holding 

companies; and 

(14) to the extent not exempt under rule 

90(d), Nonutility Subsidiaries may provide 

services and sell goods to certain specified 

types of Nonutility Subsidiaries at market 

prices determined without regard to cost. 

The authorized securities are subject 

to numerous terms, conditions, and 

limitations, including: Limitations on 

interest rate, maturity, issuance 

expenses, and use of proceeds; 

commitments by FirstEnergy and each 

of the Utility Subsidiaries to maintain 

common equity equal to at least 30% of 

consolidated capitalization; and certain 

investment grade rating criteria as 

applicable to securities (other than 

common stock of FirstEnergy and 

Money Pool borrowings) to be issued 

pursuant to the authority granted under 

the Current Financing Order and to 

other outstanding securities of the issuer 

and of FirstEnergy. 

By the Current Financing Order, the 

Commission reserved jurisdiction, 

pending completion of the record, over: 

(1) Issuances of securities in those 

circumstances where FirstEnergy or a 

Utility Subsidiary does not comply with 

the 30% common equity criteria 

(described above); (2) issuances of 

securities where one or more of 

investment grade ratings criteria are not 

met; (3) entering into Hedge Instruments 

and Anticipatory Hedges by FirstEnergy 

that do not qualify for hedge accounting 

treatment by the Financial Accounting 

Standards Board; (4) issuances by 

FirstEnergy of guarantees on behalf of 

its Subsidiaries for the benefit of nonaffiliated third parties; (5) the ability of 

FirstEnergy to make certain additional 

investments in ‘‘exempt wholesale 

generators’’ and ‘‘foreign utility 

companies,’’ as those terms are defined 

by sections 32 and 33 of the Act, 

respectively, in an amount over $1.5 

billion; (6) the ability of Energy Related 

Companies to engage in energy 

marketing outside of the United States, 

Canada and Mexico; and (7) the ability 

of Energy Related Companies to engage 

in the sale of infrastructure services 

anywhere outside the United States.8

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–22453 Filed 11–9–05; 8:45 am] 

BILLING CODE 8010–01–P