[Federal Register Volume 60, Number 47 (Friday, March 10, 1995)]
[Notices]
[Pages 13193-13194]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-5865]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26243]


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

March 3, 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 27, 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.

New England Electric System, et al. (70-8571)

    New England Electric System (``NEES''), a registered holding 
company, New England Energy, Incorporated (``NEEI''), a wholly owned 
subsidiary company of NEES, and New England Power Company (``NEPCO''), 
also a wholly owned subsidiary company of NEES, all of 25 Research 
Drive, Westborough, Massachusetts, 01582, have filed an application-
declaration under sections 6, 7, 9(a) and 10 of the Act.
    NEES, NEEI, and NEPCO seek Commission authorization for NEEI to 
refinance its present bank debt through an agreement (``the New Credit 
Agreement'') for loans of up to $225 million with a syndicate of banks 
(``the Banks''). NEES, NEEI, which engages in activities relative to 
oil and gas fuel supplies for the NEES system and for non-affiliates, 
and NEPCO, which engages in wholesale electric power generation and 
transmission for the retail electric utility subsidiary companies 
within the NEES system, also propose to amend and extend a Fuel 
Purchase Contract between NEEI and NEPCO as well as a Capital Funds 
Agreement, a Loan Agreement, and a Capital Maintenance Agreement 
between NEEI and NEES.
    On the basis of cash flow projections and bank debt retirements, 
and in order to reduce its capital costs, NEEI has decided to refinance 
its present credit agreement.
    The New Credit Agreement would provide a revolving fund of $225 
million that is reduced each year under an established schedule 
(``Revolving Facility Availability''). NEEI has the right, upon notice, 
to reduce the unused portion of Revolving Facility Availability. The 
New Credit Agreement would be for a term of seven years with an option 
to extend for an additional year. It would provide several interest 
rate options.
    First, NEEI can borrow at a periodic fixed Eurodollar rate with 
maturities of up to 12 months at the applicable LIBOR plus a margin 
over LIBOR, [[Page 13194]] payable on each interest period or quarterly 
for interest periods beyond three months. Second, NEEI can borrow at 
the base rate of Credit Suisse, the principal Bank, payable quarterly 
in arrears and calculated on the basis of a 365/366 day year. Third, 
NEEI can borrow at a rate obtained through competitive bids from the 
Banks for funds in amounts over $10 million.
    Under the New Credit Agreement, a facility fee will be payable on 
the percentage amount of the obligation of each Bank to make advances 
to NEEI. The facility fee is payable upon each commitment, irrespective 
of usage, and will be calculated on the basis of the actual number of 
days elapsed in a year of 360 days. A one-time arrangement fee of 
$40,000 also will be payable to Credit Suisse.
    Credit Suisse will administer the New Credit Agreement for an 
annual fee of $20,000, payable upon closing and once each year. An 
additional charge of $750 will be payable for each NEEI request for a 
competitive bid.
    To secure the funds borrowed, NEEI proposes to assign to the Banks 
its rights under the Fuel Purchase Contract with NEPCO and the Capital 
Funds Agreement and the Loan Agreement with NEES. Upon termination of 
the Fuel Purchase Contract, the funds will be secured by rights under 
the Capital Maintenance Agreement.
    The effective cost of funds over the life of the New Credit 
Agreement will be approximately 32.5 basis points over LIBOR, based 
upon current NEPCO senior secured long-term debt ratings. Under the 
present credit agreement, the current effective spread over LIBOR is 
\5/8\%, which would increase to \7/8\% between 1996 through 1998.

National Fuel Gas Company (70-8579)

    National Fuel Gas Company (``National''), 10 Lafayette Square, 
Buffalo, New York 14203, a registered holding company, has filed a 
declaration under sections 6(a), 7 and 12(b) of the Act and rule 45 
thereunder.
    National proposes to issue and sell, from time to time through 
December 31, 2000, up to 2,000,000 shares of its authorized but 
unissued common stock, $1.00 par value (``Common Stock''), to Chemical 
Bank (or such other bank or trust company as National may from time to 
time designate), as agent for the participants in National's Dividend 
Reinvestment and Stock Purchase Plan (``Plan''). The price of shares of 
Common Stock sold by National to the Plan will be the average of the 
daily high and low sales prices of National's common stock on the New 
York Stock Exchange on the 15th day of the applicable month, or, if the 
New York Stock Exchange is not open for trading on that date, such 
average on the next succeeding date on which the New York Stock 
Exchange is open for trading.
    National proposes to use the proceeds from the sale of the Common 
Stock to repay existing short-term and long-term debt, to pay interest 
and dividends, to make additional capital contributions to its wholly 
owned subsidiaries and for other corporate purposes. The amount of 
proposed capital contributions to each subsidiary will not, in any one 
year, exceed the amount that the subsidiary is authorized by the 
Commission to borrow from National's money pool, pursuant to HCAR No. 
25964 (File No. 70-8297) or any subsequent money pool authorization.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-5865 Filed 3-9-95; 8:45 am]
BILLING CODE 8010-01-M