[Federal Register Volume 60, Number 72 (Friday, April 14, 1995)]
[Notices]
[Pages 19103-19104]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9191]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26269]


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

April 7, 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 
applicant(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 May 1, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 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 a 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.

System Energy Resources, Inc., et al. (70-8511)

    System Energy Resources, Inc. (``SERI''), Echelon One, 1340 Echelon 
Parkway, Jackson, Mississippi 39213, Arkansas Power & Light Company 
(``AP&L''), 425 West Capitol, 40th Floor, Little Rock, Arkansas 72201, 
Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New 
Orleans, Louisiana 70113, Mississippi Power & Light Company (``MP&L''), 
308 East Pearl Street, Jackson, Mississippi 39201, New Orleans Public 
Service Inc. (``NOPSI'' and together with AP&L, LP&L and MP&L, 
``Operating Subsidiaries''), 639 Loyola Avenue, New Orleans, Louisiana 
70113, and Entergy Corporation (``Entergy''), 225 Baronne Street, New 
Orleans, Louisiana 70112, a registered holding company, have filed an 
application-declaration with this Commission pursuant to Sections 6(a), 
7, 9(a), 10 and 12(d) of the Public Utility Holding Company Act of 1935 
(``Act'') and Rules 44 and 54 thereunder. A notice of this transaction 
was originally issued by the Commission on November 28, 1994 (HCAR No. 
26173).
    SERI proposes from time to time through December 31, 1996 (a) to 
issue and sell one or more series of its first mortgage bonds 
(``Bonds'') and/or its debentures (``Debentures'') in a combined 
aggregate principal amount not to exceed $265 million, and (b) to enter 
into arrangements for the issuance and sale of tax-exempt revenue bonds 
(``Tax-Exempt Bonds'') in an aggregate principal amount not to exceed 
$235 million. Additionally, SERI requests authority through December 
31, 1996 to issue and pledge one or more new series of its first 
mortgage bonds in an aggregate principal amount not to exceed $251 
million (``Collateral Bonds'') as security for the Tax-Exempt Bonds.
    Each series of Bonds will have such interest rate, maturity date, 
redemption and sinking fund provisions, be secured by such means and 
sold in such manner and at such price and have such other terms and 
conditions as shall be determined at the time of sale. However, the 
maturity of the Bonds and the Debentures will in no case exceed forty 
years. Further, the rate on the Bonds and the Debentures, which may be 
fixed or variable, will not exceed 15%. Additionally, holders of Bonds 
or Debentures would have the right to tender, or be required to tender, 
their Bonds or Debentures and have them purchased at a price equal to 
the principal amount thereof, plus any accrued and unpaid interest 
thereon, on dates specified in, or established in accordance with the 
indenture pursuant to which they will be issued.
    In order to provide additional security for its obligations with 
respect to the Bonds, SERI may assign for the benefit of the holders of 
the Bonds certain of its rights under the Availability Agreement, dated 
as of June 21, 1974, as amended (``Availability Agreement''). Pursuant 
to this agreement, the Operating Subsidiaries have agreed to pay SERI 
certain amounts for expenses incurred by SERI in connection with the 
operation of a nuclear-powered electric generating station in 
Mississippi.
    As further security for its obligations with respect to the Bonds, 
SERI may assign certain of its rights under the Capital Funds Agreement 
dates as of June 21, 1974 (``Capital Funds Agreement''). Pursuant to 
the terms of this agreement, Entergy has agreed to provide SERI, among 
other things, capital sufficient to enable SERI to maintain a 35% 
equity ratio, as defined in that agreement.
    SERI proposes to use the net proceeds derived from the issuance and 
sale of the Bonds for general corporate purposes, including, but not 
limited to, (i) the acquisition and retirement, by means of tender 
offer, or open market, negotiated or other forms of purchases, or 
redemption in whole or in part, prior to their respective maturities, 
of one or more series of SERI's outstanding first mortgage bonds, (ii) 
the payment of construction costs and nuclear fuel costs, (iii) the 
repayment of long- and short-term borrowings and/or (iv) other working 
capital needs.
    SERI also requests authority to enter into arrangements for the 
issuance of Tax-Exempt Bonds by governmental authorities (``Issuer'') 
in an aggregate principal amount not to exceed $235 million. Each 
series of Tax-Exempt Bonds will have such interest rate, maturity date, 
redemption and sinking fund provisions, be secured by such means, be 
sold in such manner and at such price, and have such other terms and 
conditions as shall be determined at the time of sale. However, it is 
proposed that each series of the Tax-Exempt Bonds mature not earlier 
than five years from the first day of the month of issuance nor later 
than forty years from the date of issuance.
    Under the proposed arrangements, SERI would enter into one or more 
installment purchase, refunding or other facilities agreements 
(``Facilities Agreement'') or one or more supplements and/or amendments 
thereto with one or more Issuers. Pursuant to the terms of each 
Facilities Agreement, the Issuer will pay to or provide for the benefit 
of SERI the total amount of the proceeds of the Tax-Exempt Bonds and 
SERI will agree to pay amounts sufficient to pay the principal or 
redemption price of, premium, if any, and interest on the Tax-Exempt 
Bonds.
    In order to obtain a more favorable rating on any series of Tax-
Exempt Bonds, SERI may arrange for one or more irrevocable letter(s) of 
credit (``Letter of Credit'') for an aggregate amount up to $285 
million from one or more banks (``Bank''). In connection with any such 
Letter of Credit, SERI would enter into a Reimbursement 
[[Page 19104]] Agreement (``Reimbursement Agreement'') with the Bank. 
Pursuant to a Reimbursement Agreement, SERI would agree to reimburse 
the Bank party thereto immediately or within a specified period (not to 
exceed 60 months) after the date of the draw for all amounts drawn 
under Letter of Credit, together with accrued interest. The rate of 
such interest would not exceed the New York prime rate as published in 
The Wall Street Journal plus 200 basis points. Additionally, it is 
anticipated that each Reimbursement Agreement would require the payment 
by SERI to the Bank of up-front fees not to exceed $100,000 and annual 
fees not to exceed 1\1/4\% of the face amount of the related Letter of 
Credit.
    In addition or as an alternative to the security provided by a 
Letter of Credit, SERI may pledge one or more new series of its first 
mortgage bonds (``Collateral Bonds'') under the Mortgage, as it may be 
supplemented. These Collateral Bonds may be interest-bearing or non-
interest bearing. Such Collateral Bonds would be non-interest bearing 
if the principal amount issued were the same as the principal of the 
underlying Tax-Exempt Bonds plus accumulated interest for a specified 
period. The rate on interest-bearing Collateral Bonds may be less than 
or equal to the interest rate on the underlying Tax-Exempt Bonds.
    As additional security for its obligations under any Facilities 
Agreement or to make payment on the Collateral Bonds, SERI may assign 
its interest in the Availability Agreement or the Capital Funds 
Agreement. In any such event, the Operating Subsidiaries would be 
required to consent to and join in such assignment.
    SERI proposes to use the proceeds of the sale of Tax-Exempt Bonds 
to refinance certain pollution control revenue bonds that were 
previously issued to finance pollution control facilities at the Grand 
Gulf nuclear station.

The Cincinnati Gas & Electric Company, et al. (70-8607)

    The Cincinnati Gas & Electronic Company (``CG&E''), an electric 
utility subsidiary company of CINergy Corp. (``CINergy''), a registered 
holding company, and CG&E's electric utility subsidiary company, The 
Union Light, Heat and Power Company (``Union Light'') (together, 
``Operating Companies''), both located at 139 East Fourth Street, 
Cincinnati, Ohio 45202, have filed an application-declaration under 
Sections 6(a) and 7 of the Act and Rule 54 thereunder.
    CG&E proposes to issue and sell within certain parameters, from 
time-to-time through March 31, 1996, an aggregate principal amount not 
to exceed $500 million of a combination of senior unsecured 
indebtedness (``Senior Debentures'') and junior unsecured subordinated 
indebtedness (``Junior Securities''). In addition, Union Light proposes 
to issue and sell within certain parameters, from time-to-time through 
March 31, 1997, an aggregate principal amount not to exceed $55 million 
of unsecured indebtedness (``Union Debentures'') (Union Debentures 
together with Senior Debentures, ``Senior Securities'') (Senior 
Securities together with Junior Securities, ``Securities'').
    The Operating Companies have several high coupon series of first 
mortgage bonds and CG&E has preferred stock that are, or will shortly 
become, optionally redeemable and can be refinanced through the 
issuance of lower cost debt. Proceeds from the sale of the Senior 
Securities and the Junior Securities will be used respectively to 
refund some or all of redeemable high-coupon debt issues and the 
preferred stock. Any balance of net proceeds from the sale of the 
Securities will be used for general corporate purposes. Without further 
Commission authorization, none of the proceeds from the sale of the 
Securities will be used by the Operating Companies to acquire, directly 
or indirectly, an interest in an exempt wholesale generator (EWG) or 
foreign utility company (FUCO) as respectively defined in Sections 32 
and 33 of the Act.
    The Senior Securities: (1) Will be issued at a price no higher than 
101.5% nor less than 98% of the principal amount, plus accrued 
interest, if any, with underwriting commissions and agents' fees not to 
exceed 1.25% of the principal amount; (2) may be issued in one or more 
new series for terms not to exceed 40 years; and (3) will be issued at 
an interest rate which results in a yield to maturity to the purchaser 
at the initial offering price, depending on the maturity of the 
security issued, of up to a maximum of (a) 225 basis points for the 
Senior Debentures, or (b) 200 basis points for the Union Debentures, 
over the yield to maturity on United States Treasury Notes and United 
States Treasury Bonds of comparable maturities, payable semi-annually.
    The Junior Securities: (1) Will be issued at a price no higher than 
101.5% nor less than 98% of the principal amount, plus accrued 
interest, if any, with underwriting commissions and agents' fees not to 
exceed 3.50% of the principal amount; (2) may be issued in one or more 
new series for terms not to exceed 40 years; and (3) will be issued at 
an interest rate which results in a yield to maturity to the purchaser 
at the initial offering price, depending on the maturity of the 
security issued, of up to a maximum of 225 basis points over the yield 
to maturity on United States Treasury Notes and United States Treasury 
Bonds of comparable maturities. Interest on the Junior Securities will 
be paid on either a monthly, quarterly, semi-annual or annual basis, 
and CG&E may have the right to defer payment of interest on its Junior 
Securities for up to five years under certain circumstances.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-9191 Filed 4-13-95; 8:45 am]
BILLING CODE 8010-01-M