[Federal Register Volume 60, Number 61 (Thursday, March 30, 1995)]
[Notices]
[Pages 16524-16525]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-7838]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26258]


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

March 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 April 17, 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 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.

Northeast Utilities (70-7701)

    Northeast Utilities (``Northeast''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01089, a registered holding company, has 
filed a post-effective amendment to its declaration under Sections 6(a) 
and 7 of the Act and Rule 54 thereunder.
    By orders dated May 23, 1990 (HCAR No. 25093) and July 29, 1994 
(HCAR No. 26092, the Commission authorized, among other things, 
Northeast to issue and sell, and/or purchase in the open market and 
sell, from time-to-time through December 31, 1995 up to 10 million 
common shares under Northeast's Dividend Reinvestment Plan (``DRP''). 
As of March 1, 1995, Northeast has issued and sold 4,470,352 authorized 
common shares and 4,877,247 shares have been purchased in the open 
market by an agent acting on behalf of Northeast and distributed to DRP 
participants pursuant to the DRP.
    Northeast now proposes to issue and/or purchase and sell to DRP 
participants, through December 31, 2005, the remaining 652,401 common 
shares under the DRP. For the same period Northeast also proposes to 
issue and/or purchase and sell to DRP participants up to an additional 
20 million common shares under the DRP. In all respects, the terms and 
conditions associated with the issuance, acquisition and sale of the 
shares to be issued under the DRP will remain as previously authorized.

New England Electric System, et al. (70-8475)

    New England Electric System (``NEES''), a registered holding 
company, and New England Electric Resources, Inc. (``NEERI''), its 
wholly owned, nonutility subsidiary company, both of 25 Research Drive, 
Westborough, Massachusetts 01582, have filed an application-declaration 
under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rule 45 
thereunder. The Commission issued a notice of the transaction on 
November 18, 1994 (HCAR No. 26163). Subsequently, applicants-declarants 
amended the filing to request additional authorization, thus 
necessitating this supplemental notice.
    NEES proposes to provide financing to NEERI by making capital 
contributions up to an additional $12.7 million and/or by lending to 
NEERI from time to time additional amounts not to exceed $12.7 million 
at any one time, such loans to be in the form of non-interest bearing 
subordinated notes.
    NEERI proposes to enter into a joint arrangement with Separation 
Technologies, Inc. (``STI''), the developer of a process for separating 
unburned carbon from coal ash. As part of its joint arrangement with 
STI, NEERI proposes to enter into a project with STI and STI Projects, 
a Florida General Partnership between STI and Oxbow Carbon 
International, Inc. (``STIP''), involving the processing of coal ash at 
an electric generation facility in the New England/New York region 
(``NE/NY Project'') owned by a nonaffiliated electric company 
(``Owner''). NEERI plans to invest up to $700,000 in the NE/NY Project 
in return for 15% of certain project revenues.
    In addition, NEERI will provide consulting services to STI and/or 
STIP in connection with the NE/NY Project for a fee. Such services may 
include marketing, sales, higher value product research and development 
and engineering consultation on balance of plant equipment matters. 
STIP will be responsible for processing the ash at the Owner's 
facility. [[Page 16525]] 
    NEERI proposes to enter into similar joint arrangements with STI 
and STIP at other locations where STI equipment will be installed. 
NEERI's investment in these other utility locations is anticipated to 
range between $500,000 and $2.0 million per installation, with a 
cumulative investment not to exceed $10 million. NEERI's investments in 
such future projects may take the form of, without limitation, joint 
ventures, general partnerships, limited partnerships, teaming 
agreements, royalties or other revenue sharing, special purpose 
entities, loans, and equity participation. NEERI's project investments 
may involve the acquisition of voting securities or interests not 
exceeding 9.9%
    NEERI proposes to perform research with STI to further refine the 
carbon-rich and low carbon processed waste stream and to find other 
applications for the STI separation process in recycling. NEERI states 
that it will not expend more than $1 million on such research 
activities. NEERI also proposes to offer marketing and engineering 
advice and consulting services to STI and STIP.
    Furthermore, NEERI proposes to acquire up to $1 million of STI's 6% 
cumulative convertible preferred stock at a price of $6.50 per share 
(``Shares''). All or any portion of the Shares shall be convertible at 
any time, or from time to time, at NEERI's option, into the same number 
of shares of STI common stock. The Shares will automatically convert to 
shares of common stock (upon the closing of an initial public offering 
of STI common stock) in which STI's aggregate gross proceeds from such 
offering exceed $5 million and in which the share offering price is 
$6.50 or more. Dividends ion the Shares will accrue cumulatively at a 
rate of 6% per annum of the price per Share from the date of payment 
for the Share to the date of its conversion, if any, to common. The 6% 
cumulative dividend would be paid in STI common shares upon conversion 
of Shares to common.
    NEERI will have the right to exercise one vote per Share on all 
matters submitted to a vote of STI common stock generally. NEERI will 
also have the option to appoint one member of the STI Board of 
Directors. NEERI will have protection against dilution of the Shares 
for a period of five years after their purchase. NEERI states that its 
investment in the Shares will result in NEERI's ownership of not more 
than 5% of the voting securities of STI.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-7838 Filed 3-29-95; 8:45 am]
BILLING CODE 8010-01-M