12000 Federal Register / Vol. 60, No. 42 / Friday, March 3, 1995 / Notices

5 17 CFR 200.30–3(a)(12) (1994).

1The Entergy system consists of Entergy and (1)

five retail electric public-utility subsidiary

companies, Arkansas Power & Light Company, Gulf

States Utilities Company, Louisiana Power & Light

Company, Mississippi Power & Light Company and

New Orleans Public Service Inc. (collectively,

‘‘System Operating Companies’’), (2) a wholesale

generating company that sells power to the System

Operating Companies, System Energy Resources,

Inc. (‘‘System Entergy’’), (3) a wholesale generating

company that sells power to nonaffiliates, Entergy

Power, Inc., (4) a service company subsidiary,

Entergy Services, Inc. (‘‘ESI’’), (5) a nuclear

management service company, Entergy Operations,

Inc. (‘‘EOI’’), (6) Enterprises, (7) a fuel supply

company, System Fuels, Inc. (‘‘SFI’’), (8) an energy

management services company, Entergy Systems

and Service, Inc., (9) two companies formed to own

Entergy’s interests in certain Argentine utility

companies, Entergy S.A. and Entergy Argentina

S.A., and (10) various direct and indirect subsidiary

companies of Entergy formed to own Entergy’s

interests in ‘‘eligible facilities’’ within the meaning

of Section 33 of the Act.

2The System Operating Companies’ retail rate

regulator in Texas is precluded from agreeing to the

terms of the Settlement Agreements because Texas

has regulations governing affiliate transactions.

3 ‘‘Regulated utility’’ includes the system’s five

utility companies, System Energy, EOI, ESI, SFI,

and any similar subsidiary Entergy may create in

the future.

determine whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying at

the Commission’s Public Reference

Section, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the PHLX. All submissions

should refer to File No. SR–Phlx–95–06

and should be submitted by March 24,

1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.5

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–5276 Filed 3–2–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26237]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

February 24, 1995.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

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

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

March 20, 1995, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Entergy Corporation, et al., (70–8105)

Entergy Corporation (‘‘Entergy’’), 225

Baronne Street, New Orleans, Louisiana,

a registered holding company, and its

wholly owned nonutility subsidiary

company, Entergy Enterprises, Inc.

(‘‘Enterprises’’), Three Financial Centre,

Little Rock, Arkansas, have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33

of the Act and rules 45, 53, 87, 90 and

91 thereunder.

Entergy proposes through December

31, 1997 to invest up to $350 million in

Enterprises for its use in providing

preliminary development activities,

consulting services, management and

administrative support services,

operations and maintenance services

and engaging in certain related

transactions.

Pursuant to Commission orders, dated

January 11, 1983 (HCAR 22818), January

13, 1984 (HCAR No. 23200), January 15,

1985 (HCAR 23569), July 25, 1991

(HCAR No. 25353), July 13, 1992 (HCAR

No. 25580), and September 3, 1992

(HCAR No. 25617), Enterprises was

organized and has been engaged in the

analysis and development of various

investment opportunities for the Entergy

system, as well as the marketing of

management, operating, technical and

training expertise developed by Entergy

system companies to nonaffiliates.1 The

Commission also authorized Enterprises

to form an energy management service

company, Entergy Systems and Service,

Inc. (HCAR No. 25718, December 28,

1992) and to provide certain consulting

services to affiliated utilities in

Argentina (HCAR Nos. 25705 and

25706, December 14, 1992).

As part of a restructuring plan,

Entergy entered into a series of

agreements (‘‘Settlement Agreements’’)

with four of its five retail rate regulators,

the Arkansas Public Service

Commission, the Council of the City of

New Orleans, the Louisiana Public

Service Commission and the Mississippi

Public Service Commission

concerning,2 in part, transfer pricing for

the provision of services and other

affiliate transactions between Entergy’s

regulated utilities 3 and Entergy’s

nonutility businesses. Entergy has filed

an Application-Declaration seeking the

Commission’s approval under the Act to

implement provisions of the Settlement

Agreements (S.E.C. File No. 70–8529).

Pursuant to the initial order of the

Commission issued in this File (HCAR

No. 25848 (dated July 8, 1993) (the

‘‘Order’’)), Enterprises is currently

authorized, and proposes to continue, to

conduct preliminary development

activities (‘‘Preliminary Development

Activities’’) related to possible

investments by Entergy. Enterprises’

Preliminary Development Activities

may include: (1) Project due diligence

and design review; (2) marketing

studies; (3) investigating sites; (4)

research, preliminary engineering and

licensing activities; (5) applying for

required permits and regulatory

approval; (6) acquiring options and

rights; (7) drafting, negotiation and

execution of contractual commitments

with owners of existing facilities;

governmental authorities, equipment

vendors, construction firms, power

purchasers, thermal energy users and

other project participants; (8)

negotiation of financing commitments

with lenders and equity co-investors

(including the provision of guarantees

and other credit enhancements); (9)

legal, accounting and financial analysis;
Federal Register / Vol. 60, No. 42 / Friday, March 3, 1995 / Notices 12001

(10) preparing and submitting bids and

proposals; and (11) any other activities

necessary to identify and analyze

investment opportunities.

Enterprises would continue its

Preliminary Development Activities

with respect to potential investments by

Entergy in the following types of

businesses and activities (hereinafter,

‘‘Permitted Investments’’): (1) exempt

wholesale generators (‘‘EWGs’’) and

foreign utility companies (‘‘FUCOs’’)

under the Act; (2) qualifying facilities

(‘‘QFs’’) under the Public Utility

Regulatory Policies Act of 1978, as

amended (‘‘PURPA’’); (3) non-exempt

domestic and foreign generation,

transmission and distribution facilities,

including but not limited to ‘‘inside the

fence’’ generating projects and other

power production facilities, provided,

however, that any nonexempt domestic

facility would be part of the integrated

utility system; (4) technologies relating

to energy efficiency; (5) the

development of alternative energy

sources; and (6) other exempt or

nonutility business investments

permissible under the Act. Except with

respect to investments in EWGs, FUCOs

and any other Permitted Investment for

which Commission approval is not

required under the Act or rules

thereunder, neither Entergy nor

Enterprises would make any Permitted

Investment without obtaining further

Commission approval. In addition, the

financing of any such Permitted

Investment would, to the extent

jurisdictional, be subject to further

Commission authorization.

The Order also authorizes Enterprises

to provide various consulting services

(‘‘Consulting Services’’) to nonassociate

companies in the areas of electric power

generation, transmission and

distribution and operations ancillary

thereto. Enterprises proposes to

continue to provide such Consulting

Services to nonassociate companies.

The Consulting Services may include:

(1) Management expertise, such as

strategic planning, organization, policy

matters and management services; (2)

technical expertise, such as design

engineering, availability engineering,

construction management planning and

procedures, and financial, system and

operational planning; (3) operating

expertise, particularly with respect to

generating, transmission and

distribution facilities; (4) environmental

expertise, such as environmental

licensing and compliance, negotiation of

permits and environmental planning; (5)

training expertise, particularly in the

areas of operations and management; (6)

technical and procedural resources,

such as are embedded in computer

systems, programs and manuals; (7) fuel

procurement, delivery and storage

expertise; (8) expertise related to

marketing and brokering of power

resources; and (9) expertise relating to

demand side management or other

energy management services.

Enterprises also would continue to

market expertise in the bulk power

business of its associate company,

Entergy Power Inc., including: (1)

Management services related to

generating projects, transmission

facilities and thermal energy facilities,

particularly in the areas of strategic

planning, feasibility studies, and policy

and organizational matters; (2) technical

services related to such projects and

facilities, particularly in the areas of

design, engineering, procurement and

construction; and (3) training services

related to such projects and facilities,

particularly in areas of operations and

maintenance. Enterprises also proposes

to provide Consulting Services to

associate companies, including

associate EWGs, FUCOs and QFs.

Enterprises will not, without further

authorization from the Commission,

provide Consulting Services to Retail

Electric Companies.

The Order also authorizes Enterprises

to provide, and Enterprises proposes to

continue to provide, certain

management and administrative support

services to associate companies which

are not Retail Electric Companies.

Administrative services consist of

corporate and project development and

planning, portfolio management, and

administrative services, including legal,

financial, accounting and internal

auditing (‘‘Administrative Services’’).

Enterprises would continue to charge its

associate companies for the fully

allocated direct and indirect cost of

services provided, determined in

accordance with Rules 90 and 91 under

the Act. Enterprises also would

continue to utilize a project-based

accounting system to account properly

for and allocate the cost of providing

such services to its associate companies.

The Commission reserved jurisdiction

in its Order over Enterprises’ provision

of Administrative Services to associate

companies that are EWGs or FUCOs

under Sections 32 and 33, respectively,

of the Act. The Commission adopted

final rules in September 1993

concerning investments in EWGs

(HCAR No. 25886) (September 3, 1993),

and Entergy and Enterprises state that

they are in compliance with such rules.

In addition, Entergy and Enterprises

agree to comply with the terms and

conditions of all applicable rules under

the Act relating to the provision of

services to EWGs and FUCOs, including

without limitation Rule 87 as it may be

amended. Accordingly, Entergy and

Enterprises request the Commission to

release jurisdiction over the provision of

Administrative Services by Enterprises

to associate companies that are EWGs

and FUCOs.

Enterprises also proposes to offer

directly or indirectly through one or

more special purpose subsidiary

companies of Entergy or Enterprises

(‘‘O&M Sub’’), various operations and

maintenance services (‘‘O&M Services’’)

to developers, owners and operators of

domestic and foreign power projects,

including power projects that

Enterprises may develop on its own or

in collaboration with third parties. O&M

Services would include development,

engineering, design, construction and

construction management, preoperational start-up, testing and

commissioning, long-term operations

and maintenance, fuel procurement,

management and supervision, technical

and training, administrative support,

and any other managerial or technical

services required to operate and

maintain electric power facilities.

Enterprises would provide the O&M

Services using its own workforce and

the personnel and resources of the

Retail Electric Companies obtained

pursuant to the Service Agreements

with such companies, as they may be

amended by order of the Commission.

Under the terms of the Settlement

Agreements, the Retail Electric

Companies would be reimbursed for the

fully allocated cost of any services

provided to Enterprises or any O&M

Sub, plus 5%. O&M Subs would be

domestic or foreign corporations,

partnerships or other entities

(depending upon the legal and

regulatory requirements of a particular

project). Enterprises will provide

information to the Commission

concerning the formation of an O&M

Sub that is not an EWG or FUCO, and

will represent that no Retail Electric

Company has subsidized the operations

of Enterprises or any O&M Sub and that

any transfer of personnel from any

Retail Electric Company to, and the

rendering of O&M Services by,

Enterprises or the O&M Sub are in

compliance with applicable rules,

regulations and orders of the

Commission. Enterprises proposes to

provide Consulting Services and O&M

Services to its nonassociate and

associate companies (excluding the

Retail Electric Companies) at fair market

prices. In this respect, Enterprises

requests an exemption pursuant to

Section 13(b) of the Act from the

requirements of Rules 90 and 91

thereunder, provided one or more of the
12002 Federal Register / Vol. 60, No. 42 / Friday, March 3, 1995 / Notices

following conditions are satisfied with

respect to associate companies:

(1) An associated power project is an EWG

or a FUCO which derives no part of its

income, directly or indirectly, from the

generation, transmission, or distribution of

electric energy for sale within the United

States;

(2) An associated power project is an EWG

which sells electricity at market-based rates

which have been approved by the Federal

Energy Regulatory Commission (‘‘FERC’’) or

the appropriate state public utility

commission, provided that the purchaser is

not a Retail Electric Company;

(3) An associated power project is a QF

which sells electricity exclusively at rates

negotiated at arm’s length to one or more

industrial or commercial customers

purchasing such electricity for their use and

not for resale, and/or to an electric utility

company, other than a Retail Electric

Company, at the purchaser’s ‘‘avoided cost’’

determined in accordance with the

regulations under PURPA; or

(4) An associated power project is an EWG

or a 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 of

such electricity is not a Retail Electric

Company.

Enterprises also proposes to continue

to market and license to nonaffiliated

third parties intellectual properties

developed by Entergy system

companies. The Settlement Agreements

provide that if a nonutility business

markets a product that was developed

by a Retail Electric Company and is

actually used by a Retail Electric

Company, all profits on the sale of the

product shall be divided evenly

between the Retail Electric Company

responsible for developing the product

and the nonutility business responsible

for marketing the product after

deducting all incremental costs

associated with making the product

available for sale, including all costs of

marketing the product. However, in the

event that a product developed by a

Retail Electric Company to be used in its

utility business is not actually so used,

and subsequently is marketed by a

nonutility business to third parties, such

Retail Electric Company shall be

entitled to recover all of its costs to

develop the product before any profits

from marketing shall be divided.

Entergy proposes, through December

31, 1997, to invest up to $350 million

in Enterprises (and continuing beyond

December 31, 1997 in accordance with

the terms of any debt incurred or

guarantee issued prior to such date) in

connection with Enterprises’ authorized

business activities. Entergy’s

investments in Enterprises may take the

form of: (1) Additional purchases of

Enterprises’ common stock, no par

value, for a purchase price of $1,000 per

share; (2) capital contributions; (3) loans

(and the conversion of any such loans

to capital contributions); and (4)

guarantees of indebtedness or other

obligations incurred by Enterprises or

its associate companies. Any loans to

Enterprises by Entergy would mature no

later than December 31, 2004, and

would bear interest at a rate not to

exceed the prime rate in effect on the

date of the loan at a bank designated by

Entergy.

Entergy and Enterprises also request

authority through December 31, 1997, to

issue guarantees in an aggregate amount

that, when added to investments in

Enterprises and any O&M Sub, will not

exceed $350 million. Guarantees may be

required for Enterprises’ Preliminary

Development Activities, which might

include undertaking reimbursement

obligations or acting as surety on bonds,

letters of credit, evidences of

indebtedness, equity commitments,

performance and other obligations.

Guarantees may also be required for

Enterprises other business activities or

to satisfy the requirements of lenders

and other project participants under

financing documents and other

agreements to which Enterprises, an

O&M Sub or another associate company

of Entergy (other than a Retail Electric

Company) becomes a party. The terms

and conditions of guarantees would be

established at arm’s length based upon

market conditions.

Entergy and Enterprises also request

authorization through December 31,

1997 to organize and provide funding to

O&M Subs, through any one or

combination of: (1) Purchases of capital

stock; (2) capital contributions; (3)

loans; or (4) guarantees of the securities

or other obligations of an O&M Sub.

Any investments in an O&M Sub would

be included in the $350 million

investment authority requested by

Entergy.

Enterprises would use the proceeds

from Entergy’s investments to: (1)

Provide working capital in connection

with Enterprises’ Preliminary

Development Activities, Consulting

Services, Administrative Services, O&M

Services, and other authorized business

activities; (2) to pay its associate

companies for services rendered to

Enterprises; and (3) for other general

corporate purposes. Entergy and

Enterprises currently estimate that

approximately $100 million of the $350

million of investment authority would

be applied to meeting Enterprises’

foregoing capital needs. Enterprises

currently estimates that, of the proposed

additional investments by Entergy, up to

$79 million (but in any case not more

than $86 million) would be used for

Preliminary Development Activities,

and up to $26 million (but in any case

not more than $30 million) would be

used for Administrative Services. None

of the funds will be used to acquire

securities or an interest in the business

of an EWG, FUCO, or QF.

Columbus Southern Power Company,

(70–8573)

Columbus Southern Power Company

(‘‘CSPCo’’), 215 North Front Street,

Columbus, Ohio 43215, Kentucky Power

Company (‘‘KPCo’’), 1701 Central

Avenue, P.O. Box 1428, Ashland,

Kentucky 41101 and Ohio Power

Company (‘‘OPCo’’), 301 Cleveland

Avenue, S.W., Canton, Ohio 44702

(collectively, the (‘‘Companies’’),

electric utility subsidiary companies of

American Electric Power Company, Inc.,

a registered holding company, have

filed an application-declaration under

Sections 6(a), 7, 9, 10 and 12(b) of the

Act and Rules 45 and 54 thereunder.

The Companies propose to issue and

sell Junior Subordinated Debentures

(‘‘Debentures’’) through December 31,

1997. Each series of Debenture will

mature in not more than 50 years in

aggregate principal amounts of up to the

following: (1) $80 million for CSPCo; (2)

$65 million for KPCo; and (3) $90

million for OPCo. The Debentures may

be sold by competitive bidding or

through negotiation with underwriters

or agents. The Debentures will be

offered for sale at an initial public

offering price resulting in a yield to

maturity which shall not exceed by

more than 3.0% the yield to maturity on

United States Treasury bonds of

comparable maturity at the time of

pricing of the Debentures. The

commission payable to agents or

underwriters will not exceed 3.5% of

the principal amount of the Debentures

sold.

The Companies may have the right to

defer payment of interest on the

Debentures for up to five years.

However, the Companies may not

declare and pay dividends on its

outstanding stock if payments under the

Debentures are deferred. The payment

of principal, premium and interest on

the Debentures will be subordinated in

right of payment to the prior payment in

full of its senior indebtedness. The

Companies will agree to specific

redemption provisions, if any, at the

time of the pricing of the Debentures.

If the Companies determine that it is

not advisable to sell the Debentures

directly to the public, each may

organize a separate special purpose

subsidiary as either: (1) a limited

liability company under the Limited
Federal Register / Vol. 60, No. 42 / Friday, March 3, 1995 / Notices 12003

4The participating employers are the following

Subsidiaries: Columbia Gas of Pennsylvania, Inc.,

Columbia Gas of Ohio, Inc., Columbia Gas of

Maryland, Inc., Columbia Gas of Kentucky, Inc.,

Commonwealth Gas Services, Inc., Columbia Gulf

Transmission Company, Columbia Gas

Continued

Liability Company Act (‘‘LLC Act’’) of

the State of Ohio in the case of CSPCo

and OPCo, and of the State of Kentucky

in the case of KPCo or of the State of

Delaware or other jurisdiction

considered advantageous in the case of

any of the Companies; or (2) a limited

partnership under the Revised Uniform

Limited Partnership Act of the State of

Ohio in the case of CSPCo and OPCo,

and of the State of Kentucky in the case

of KPCo or of the State of Delaware or

other jurisdiction considered

advantageous in the case of any of the

Companies (‘‘Special Purpose

Subsidiary’’). In the event that any

Company organizes its Special Purpose

Subsidiary as a limited liability

company, it may also organize a second

special purpose wholly owned

subsidiary under the General

Corporation Law of the State of Ohio,

the State of Kentucky, or the State of

Delaware or other jurisdiction

(‘‘Investment Sub’’), for the purpose of

acquiring and holding Special Purpose

Subsidiary common stock to comply

with the requirement under the

applicable LLC Act that a limited

liability company have at least two

members. If any Company organizes its

Special Purpose Subsidiary as a limited

partnership, it may also organize an

Investment Sub for the purpose of

acting, or may itself act, as the general

partner of the Special Purpose

Subsidiary and may acquire, either

directly or indirectly through such

Investment Sub, a limited partnership

interest in such Special Purpose

Subsidiary to ensure that such Special

Purpose Subsidiary will have a limited

partner to the extent required by

applicable law.

The Special Purpose Subsidiaries

propose to issue and sell at any time or

from time-to-time, in one or more series

through December 31, 1997, preferred

securities (‘‘Preferred Securities’’), up

to: (1) $75 million aggregate par or

stated value or liquidation preference of

Preferred Securities, with a par or stated

value or liquidation preference of up to

$100 per security in the case of CSPCo;

(2) $60 million aggregate par or stated

value or liquidation preference of

Preferred Securities, with a par or stated

value or liquidation preference of up to

$100 per security in the case of KPCo;

(3) $85 million aggregate par or stated

value or liquidation preference of

Preferred Securities, with a par or stated

value or liquidation preference of up to

$100 per security in the case of OPCo.

Each Company and/or its respective

Investment Sub will acquire all of the

common stock or all of the general

partnership interests of its Special

Purpose Subsidiary for an amount up to

5% of the total equity capitalization

from time-to-time of such Special

Purpose Subsidiary (‘‘Equity

Contribution’’). Each Company may

issue and sell to its Special Purpose

Subsidiary the Debentures, at any time

or from time-to-time in one or more

series and such Special Purpose

Subsidiary will apply both the Equity

Contribution made to it and the

proceeds and from the sale of Preferred

Securities by it from time-to-time to

purchase the Company’s Debentures.

The payment rate, terms, redemption

and other similar provisions of the

Preferred Securities will correspond to

those of the Debentures purchased from

the Company.

Each Company may also guarantee

(‘‘Guarantee’’): (1) Payment of dividends

or distributions on the Preferred

Securities of its Special Purpose

Subsidiary if and to the extent such

Special Purpose Subsidiary has declared

dividends or distributions out of funds

legally available therefor; (2) payments

to the Preferred Securities holders of

amounts due upon liquidation of such

Special Purpose Subsidiary or

redemption of the Preferred Securities

of such Special Purpose Subsidiary; and

(3) certain additional amounts that may

be payable in respect of such Preferred

Securities.

It is expected that each Company’s

interest payments on the Debentures

issued by it will be deductible for

federal income tax purposes and that its

Special Purpose Subsidiary will be

treated as a partnership for federal

income tax purposes. If Preferred

Securities are issued, any series may be

redeemable at the option of the Special

Purpose Subsidiary issuing such series,

with the consent or at the direction of

the Company, at a price equal to their

par or stated value or liquidation

preference, plus any accrued and

unpaid dividends or distributions, upon

the occurrence of certain events. The

Preferred Securities of any series may

also be subject to mandatory redemption

upon the occurrence of certain events.

Each Company may also have the right

in certain cases to exchange the

Preferred Securities of its Special

Purpose Subsidiary for the Debentures

of the Company.

In the event that any Special Purpose

Subsidiary is required to withhold or

deduct certain amounts in connection

with dividend, distribution or other

payments, it may also have the

obligation to ‘‘gross up’’ such payments

so that the holders of the Preferred

Securities issued by such Special

purpose Subsidiary will receive the

same payment after such withholding or

deduction as they would have received

if no such withholding or deduction

were required. If any Special Purpose

Subsidiary is required to pay taxes with

respect to income derived from interest

payments on the Debentures issued to it,

the Company may be required to pay

such additional interest on the

Debentures as shall be necessary in

order that net amounts received and

retained by the Special Purpose

Subsidiary, after the payment of such

taxes, shall result in its having such

funds as it would have had in the

absence of such payment of taxes.

In the event of any voluntary or

involuntary liquidation, dissolution or

winding up of any Special Purpose

Subsidiary, the holders of the Preferred

Securities will be entitled to receive, out

of the assets available for distribution to

its shareholders or partners, before any

distribution of assets to the common

shareholders or general partner of the

Special Purpose Subsidiary, an amount

equal to the par or stated value or

liquidation preference of such Preferred

Securities plus any accrued and unpaid

dividends or distributions.

Each Company expects to apply the

net proceeds of the Debentures to the

repayment of outstanding short-term

debt, for construction purposes, and for

other general corporate purposes,

including the redemption or other

retirement of outstanding preferred

stock and senior securities.

The Columbia Gas System, Inc., (70–

8575)

The Columbia Gas System, Inc.

(‘‘Columbia’’), 20 Montchanin Road,

Wilmington, Delaware 19807, a

registered gas utility holding company,

has filed a declaration under section

12(b) of the act and rule 45 thereunder.

Columbia and Columbia Gas

Transmission Corporation (‘‘TCO’’)

presently are debtors-in-possession

under Chapter 11 of the U.S.

Bankruptcy Code in U.S. Bankruptcy

Court for the District of Delaware.

Columbia proposes to make a loan of

no more than $4.3 million to the

Employees’ Thrift Plan of Columbia Gas

System (‘‘Thrift Plan’’). Columbia is the

plan sponsor of the Thrift Plan, a

defined contribution plan which is

qualified under sections 401 (a) and (k)

of the Internal Revenue Code.

Columbia’s subsidiary companies

(‘‘Subsidiaries’’) are Thrift Plan

participating employers,4 whose
12004 Federal Register / Vol. 60, No. 42 / Friday, March 3, 1995 / Notices

Transmission Corporation, Columbia Gas

Development Corporation, Columbia Natural

Resources, Inc., Columbia Coal Gasification

Corporation, Columbia Energy Services

Corporation, Columbia Gas System Service

Corporation, Columbia Propane Corporation,

Commonwealth Propane, Inc., TriStar Ventures

Corporation and Columbia LNG Corporation.

5Columbia and TCO assert the TCO’s loan is

exempted from Commission approval pursuant to

rule 49(c).

employees, former employees and

beneficiaries constitute the participants.

The Thrift Plan is administered by the

Thrift Plan Committee, which is

appointed by Columbia’s board of

directors and which is currently

comprised of members of senior

management of major Columbia

companies, including the distribution

companies and the transmission

companies.

One of the investment options under

the Thrift Plan is the Money Market/

Investment Contract Fund (‘‘Fund’’)

offered by Fidelity Investments of

Boston, Massachusetts (‘‘Fidelity’’). The

Fund includes a guaranteed investment

contract (‘‘GIC’’) issued by

Confederation Life Insurance Company

of Canada (‘‘Confederation Life’’). The

Confederation Life GIC was acquired by

the Thrift Plan of January 2, 1990 in the

amount of $6.5 million.

On August 12, 1994, Canadian

governmental authorities seized

Confederation Life. In order to protect

Confederation Life’s U.S. assets, the

Insurance Commissioner for the State of

Michigan moved to seize all such assets.

At the time Confederation Life was

seized, a segregated subaccount was

established by the Thrift Plan

Committee and the Thrift Plan’s trustee

and was frozen within the Fund.

The Thrift Plan Committee, which is

the named fiduciary as well as Plan

Administrator of the Thrift Plan, has

considered various options and has

recommended to the boards of directors

for Columbia and TCO that loans be

made to the Thrift Plan in order to allow

Thrift Plan participants access to their

frozen funds as soon as practicable.

Subject to the receipt of necessary

regulatory and Bankruptcy Court

approvals, the boards of directors of

Columbia and TCO have considered the

Thrift Plan Committee’s

recommendation and approved loans to

the Thrift Plan.

Columbia proposes to make two loans

to the Thrift Plan, one to be made by

Columbia, subject to the approval of the

Bankruptcy Court and the Commission,

and one to be made by TCO, subject to

the approval of the Bankruptcy Court.5

The total amount of the loans would be

$6.8 million, which represents the

accumulated value of the frozen

investment in the Confederation Life

GIC, including accrued interest, as of

the close of business on August 11, 1994

(the date preceding the seizure of

Confederation Life’s assets). TCO’s loan

would be approximately $2.5 million,

and Columbia’s loan would be no more

than $4.3 million. The loans would be

made unsecured and without interest,

would be evidenced by notes and would

be non-recourse to participants or assets

held in the Thrift Plan. Repayment of

the loans would be made only from the

proceeds received from Confederation

Life (from liquidation and rehabilitation

proceedings or otherwise), state

guaranty funds, and other sources,

including litigation, in connection with

the Confederation Life GIC. Should the

ultimate recovery of these funds from

Confederation Life and other sources be

less than 100 percent, full repayment

would be waived, and this cost would

be borne by Columbia and TCO.

Upon issuance of the loans, the

participants’ segregated subaccounts

would be immediately closed, and their

previously frozen funds would be

transferred to Fidelity’s Money Market

Fund. Periodically as amounts are

received from Confederation Life, state

guaranty funds and other sources with

regard to the Confederation Life

account, the proceeds would be paid to

Columbia or TCO, as the case may be,

and the amounts of the loans would be

reduced accordingly.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–5200 Filed 3–2–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

Office of the Secretary

[Public Notice 2174]

Extension of the Restriction on the Use

of United States Passports for Travel

to, in, or Through Lebanon

On January 26, 1987, pursuant to the

authority of 22 U.S.C. 211a and

Executive order 12295 (31 FR 10603),

and in accordance with 22 CFR

51.73(a)(3), all United States passports,

with the exception of passports of

immediate family members of hostages

in Lebanon, were declared invalid for

travel to, in, or through Lebanon unless

specifically validated for such travel.

This action was taken because the

situation in Lebanon was so chaotic that

American citizens there could not be

considered safe from terrorist acts.

Although there continues to be

improvement in the security situation,

review of the situation there has led me

to conclude that Lebanon continues to

be an area ‘‘* * * where there is

imminent danger to the public health or

the physical safety of United States

travelers’’ within the meaning of 22

U.S.C. 211a and 22 CFR 51.73(a)(3).

Accordingly, all United States

passports shall remain invalid for travel

to, in, or through Lebanon unless

specifically validated for such travel

under the authority of the Secretary of

State.

This Public Notice shall be effective

upon publication in the Federal

Register and shall expire at the end of

six months unless extended or sooner

revoked by Public Notice.

Dated: February 28, 1995.

Warren Christopher,

Secretary of State.

[FR Doc. 95–5306 Filed 3–2–95; 8:45 am]

BILLING CODE 4710–10–M

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Fitness Determination of Balter

Worldwide Corp. d/b/a Sunshine

Airlines d/b/a Sunshine Air

AGENCY: Department of Transportation.

ACTION: Notice of Commuter Air Carrier

Fitness Determination—Order 95–2–56,

Order to Show Cause.

SUMMARY: The Department of

Transportation is proposing to find that

Balter Worldwide Corp. d/b/a Sunshine

Airlines d/b/a Sunshine Air is fit,

willing, and able to provide commuter

air service under 49 U.S.C. 41738.

RESPONSES: All interested persons

wishing to respond to the Department of

Transportation’s tentative fitness

determinations should file their

responses with Janet A. Davis, Air

Carrier Fitness Division, X–56, Room

6401, Department of Transportation, 400

Seventh Street, S.W., Washington, D.C.

20590, and serve them on all persons

listed in Attachment A to the order.

Responses shall be filed no later than

March 14, 1995.

FOR FURTHER INFORMATION CONTACT:

Janet A. Davis, Air Carrier Fitness

Division, Department of Transportation,

400 Seventh Street, SW., Washington,

D.C. 20590, (202) 366–9721.