Federal Register / Vol. 60, No. 72 / Friday, April 14, 1995 / Notices 19103

U.S. Office of Personnel Management.

Lorraine A. Green,

Deputy Director.

[FR Doc. 95–9229 Filed 4–13–95; 8:45 am]

BILLING CODE 6325–01–M

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 TaxExempt 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
19104 Federal Register / Vol. 60, No. 72 / Friday, April 14, 1995 / Notices

1 15 U.S.C. § 78s(b)(1) (1988).

2Letter from John P. Barry, Associate Counsel,

NSCC, to Christine Sibille, Senior Counsel, Division

of Market Regulation, Commission (March 27,

1995).

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

11⁄4% 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 noninterest bearing. Such Collateral Bonds

would be non-interest bearing if the

principal amount issued were the same

as the principal of the underlying TaxExempt 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-totime 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 highcoupon 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

[Release No. 34–35577; File No. SR–NSCC–

95–3]

Self-Regulatory Organizations;

National Securities Clearing

Corporation; Notice of Filing of

Proposed Rule Change Relating to

Implementation of a Three-Day

Settlement Standard

April 6, 1995.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

March 1, 1995, the National Securities

Clearing Corporation (‘‘NSCC’’) filed

with the Securities and Exchange

Commission (‘‘Commission’’) a

proposed rule change as described in

Items I, II, and III below, which items

have been prepared primarily by NSCC.

On March 27, 1995, NSCC filed an

amendment to the proposed rule

change.2 The Commission is publishing

this notice to solicit comments on the

proposed rule change from interested

persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

NSCC proposes to modify its rules to

implement a three business day

settlement standard for securities

transactions.