Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices 19973

12 DTC will subtract the amount of a participant’s

largest provisional net credit due to transactions in

any single issuer’s MMIs from the participant’s

collateral monitor (‘‘simulated collateral monitor’’)

and net debit or credit balance (‘‘simulated

balance’’). If a transaction will cause the simulated

collateral monitor to turn negative (i.e., the

participant’s collateral would be insufficient to

cover its simulated net debit after the transaction)

or the resulting net debit balance to exceed the

participant’s net debit cap, the transaction will be

blocked. Blocked transactions will be recycled until

credits from other transactions in MMIs of issuers

other than those of the largest provisional net credit

cause the simulated collateral monitor to be

positive or the resulting net debit to be within the

net debit cap limits.

13A reclamation is the return of a delivery order

or a payment order by a participant.

14RAD allows participants to review and either

approve or cancel incoming deliveries before they

are processed in DTC’s system.

15 DTC’s Account Transfer Processor system

provides for the recycling or pending of

transactions that cannot be completed due to a

participant’s insufficient positions or violation of

risk management controls (i.e., Net Debit Cap and

Collateral Monitor).

16Under Options 1 and 2, CNS deliveries are

always given the highest priority on the recycle

guene. 17 17 CFR 200.30–3(a)(12) (1994).

withholding a participant’s largest net

settlement credit due to transactions in

any single issuer’s MMIs. The risk

management controls will be applied to

the provisional net balance that is

created by the LPNC procedure, and

transactions that cause the provisional

net balance to violate those risk

management controls will not be

completed.12

The proposed rule change also seeks

to modify certain aspects of DTC’s

Participant Operating Procedures on

reclamations for both the NDFS and the

SDFS systems,13 the Receiver

Authorized Delivery (‘‘RAD’’) service 14

and the recycle algorithm for delivery

orders.15 The modified procedures

provide for the validation of all delivery

order and payment order reclaims by

DTC’s system and establish a minimum

threshold of $15,000,000 for bilateral

RAD limits. DTC also proposes to offer

SDFS system users a second recycle

option for delivery orders. Transactions

that are recycled because of insufficient

positions or management controls are

currently prioritorized based on type of

transaction and then size of transaction

(‘‘Option 1’’). The second option will

provide participants with the ability to

choose whether pending transactions

caused by an insufficient position

would be recycled in the order in which

they were entered (first in, first out) or

in the Option 1 prioritization

schedule.16

Most of the modifications to be

implemented by the proposed rule

change will be effective on dates to be

specified by DTC in the second quarter

of 1995. The control involving the LPNC

calculation and the $15,000,000

threshold of bilateral RAD limits will be

made effective on dates to be specified

by DTC in the third quarter of 1995.

DTC believes the proposed rule

change is consistent with the

requirements of Section 17A of the Act

and the rules and regulations

thereunder because converting all of

DTC’s payment systems to an SDFS

system will facilitate the prompt and

accurate clearance and settlement of

securities transactions.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

DTC does not believe that the

proposed rule change will impact or

impose a burden on competition.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

The conversion plans were described

in detail in the three memoranda

referenced above and have been

discussed extensively with DTC

participants and securities industry

organizations. The 1994 Memorandum

described changes in the conversion

plans as a result of those discussions.

Since the distribution of the 1994

Memorandum, written comments from

DTC participants or others on the

modifications to the current SDFS

system to be implemented by this

proposed rule change have not been

received. No other written comments

have been solicited or received. DTC

will notify the Commission of any

written comments received by DTC.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within thirty-five days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

ninety days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which DTC consents, the

Commission will:

(a) By order approve such proposed

rule change or

(b) Institute proceedings to 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, N.W.,

Washington, D.C. 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 in

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of DTC. All submissions should

refer to file number SR–DTC–95–06 and

should be submitted by May 12, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.17

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–9911 Filed 4–20–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26273]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

April 14, 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 declarations(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 8, 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,
19974 Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices

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, et al. (70–8076)

Northeast Utilities (‘‘Northeast’’), 174

Brush Hill Avenue, West Springfield,

Massachusetts 01089, a registered

holding company, HEC Inc. (‘‘HEC’’), 24

Prime Parkway, Natick, Massachusetts

01760, a nonutility subsidiary of

Northeast, HEC International

Corporation (‘‘HEC International’’), 24

Prime Parkway, Natick, Massachusetts

01760 and HEC Energy Consulting

Canada Inc. (‘‘HEC Canada’’), 285

Yorkland Boulevard, Willowdale,

Ontario M2J 1S5 Canada, each a wholly

owned nonutility subsidiary of HEC,

and HECI, 1800 Harrison Street,

Oakland, California 94612, a joint

venture subsidiary that is 50% owned

by HEC International and 50% owned

by a non-affiliate (collectively,

‘‘Applicants’’) have filed a post-effective

amendment under sections 9(a), 10,

12(b) and 13(b) of the Act and rules 45,

54, 87, 90 and 91 to HEC’s applicationdeclaration filed under sections 9(a), 10,

12(b) and 13 (b) of the Act and rules 45,

87, 90 and 91 thereunder.

By order dated July 27, 1990 (HCAR

No. 25114–A) (‘‘1990 Order’’), among

other things, Northeast was authorized

to organize HEC and acquire HEC’s

capital stock. The 1990 Order also

authorized HEC to acquire substantially

all of the assets of HEC Energy

Corporation, a company that provided

energy management services to large

institutional customers in New England,

New York and elsewhere. In addition,

the 1990 Order authorized HEC’s

provision of energy management

services and demand-side management

(‘‘DSM’’) services to customers in New

England and New York (‘‘Region’’).

Furthermore, the 1990 Order authorized

HEC to provide limited services outside

the Region.

By order dated September 30, 1993

(HCAR No. 25900) (‘‘1993 Order’’), HEC

was authorized to provide additional

energy management and DSM services

and to enter the consulting business in

the energy management and DSM area.

The 1993 Order provided that revenues

(other than consulting revenues)

attributed to customers outside the

Region would not exceed revenues

(other than consulting revenues)

attributed to customers within the

Region (‘‘50% Limitation’’).

By order dated August 19, 1994

(HCAR No. 26108) (‘‘1994 Order’’), the

Commission authorized HEC to organize

and acquire HEC Canada and HEC

International. HEC Canada was

organized to provide energy

management, DSM and consulting

services to customers located in Canada.

HEC International was organized to

participate, on a 50/50 basis, in a joint

venture with Barakat & Chamberlin, an

unaffiliated company, to form HECI, a

subsidiary of HEC International. HECI

was formed to provide energy

management, DSM and consulting

services to customers located in the

western United States (Washington,

Oregon, California, Montana, Idaho,

Wyoming, Colorado, Utah, New Mexico,

Nevada and Arizona) and in foreign

countries (except Canada). Under the

1994 Order, the revenues (except

consulting revenues) of HEC Canada

and HEC’s share of HECI’s revenues are

combined with HEC’s revenues for

purposes of the 50% Limitation.

The Applicants now propose that the

Commission authorize HEC’s and HEC’s

direct and indirect subsidiaries’

activities, as authorized in the 1990

Order, 1993 Order and 1994 Order,

without regard to the 50% Limitation.

In addition, HEC requests

authorization to form joint ventures

with utilities serving customers in

different areas outside of the Region,

without subsequent Commission

approval. These joint ventures would be

organized to provide the services that

HEC currently provides. The services of

each such joint venture would be

provided to customers located in a

defined region that would include, but

not be limited to, the service areas of the

participating utility.

The joint ventures between HEC and

the utilities would usually be formed on

a 50/50 ownership basis, although other

equity sharing may be negotiated. HEC

and the participant utility would each

advance money, property or other

consideration to the joint venture (all of

which will be treated as open account

advances) for their respective interests

in the joint venture as needed for the

joint venture’s operations during the

period through June 30, 1996. The joint

ventures will reimburse HEC for its cost

of money allocable to such advances.

Similarly, each of the joint ventures

would also reimburse the participating

utility for its advance at a rate not to

exceed the utility’s cost of money.

Some of the joint ventures’ expenses

may be paid directly by HEC or the

participating utility. For those expenses,

the joint venture participant paying the

bill will invoice the other participant’s

share of the paid expense. Direct

payment of the joint venture’s expenses

would be treated as an advance to the

joint venture with the same term and

interest rate as the open account

advances described above.

HEC’s outstanding advances plus the

value of any other contributions to a

joint venture combined with HEC’s

direct payment of any costs associated

with that venture would not exceed $1

million at any time for any of these joint

ventures, unless further Commission

authorization is obtained. In aggregate,

HEC’s outstanding advances and other

payments to all such joint ventures will

not exceed $8 million at any time,

unless further Commission approval is

obtained.

The joint ventures would enter into

agreements with HEC (and the

participating utilities) to subcontract for

their services. Those services would be

provided at cost pursuant to rule 90 and

would not be applied toward the $1

million per venture limit. These

subcontract agreements would include

provisions prohibiting HEC and the

participating utility from competing

with the joint venture.

Cinergy Corporation, et al. (70–8589)

CINergy Corp. (‘‘CINergy’’), a

registered holding company, CINergy

Investments, Inc. (‘‘CINergy

Investments’’), a wholly owned

subsidiary of CINergy, and CINergy

Services, Inc. (‘‘Services’’), a wholly

owned subsidiary service company of

CINergy all located at 139 East Fourth

Street, Cincinnati, Ohio 45202, 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 43, 45, 51,

53 and 83.

CINergy and CINergy Investments

propose, through May 31, 1998, to

facilitate investments in foreign utility

companies (‘‘FUCOs’’) and foreign

exempt wholesale generators (‘‘EWGs’’).

Specifically, CINergy and CINergy

Investments propose to: (1) Acquire, in

one or more transactions, the securities

of one or more Companies to be

organized for the purpose of engaging,

directly or indirectly, and exclusively,

in the business of acquiring, owning and

holding the securities of, and/or

providing services to, one or more

FUCOs and/or EWGs; (2) make direct

and/or indirect debt and equity

investments in companies (‘‘Special

Purpose Companies’’) and certain

existing special purpose subsidiary

companies (‘‘Existing Special Purpose

Companies’’) and provide guarantees in

connection with the activities of the

Special Purpose Companies up to an

aggregate principal amount of $115

million; and (3) for the Special Purpose

Companies to engage in external equity

and non-recourse debt financing

transactions with unaffiliated third
Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices 19975

1CINergy was authorized to incur short-term

indebtedness through bank borrowings, to issue

notes and commercial paper, and to obtain letters

of credit, in an aggregate amount of up to

$375,000,000 in HCAR No. 26215 (Jan. 11, 1995).

CINergy’s proposed guarantees in support of bank

borrowings would also be subject to this limitation.

parties up to an aggregate principal

amount of $300 million.

The terms of such debt and equity

securities and guaranties would be

determined in light of the circumstances

then prevailing and through later

negotiations with third parties, within

certain parameters as to maximum rates

of interest, maturity dates, minimum

consideration for par value shares, and

other matters. As of December 31, 1994,

CINergy’s aggregate net outstanding

investment in FUCOs and EWGs

through Existing Special Purpose

Companies was approximately $20

million. The aggregate net investment of

CINergy and CINergy Investments

outstanding at any one time in Special

Purpose Companies and Existing

Special Purpose Companies would not

exceed $115 million.

CINergy and CINergy Investment also

propose that the Special Purpose

Companies provide services to their

subsidiaries, an to other Special Purpose

Companies and their subsidiaries.

CINergy Services proposes to provide

such additional services as may be

necessary or desirable for the

development, acquisition, establishment

and operation of the Special Purpose

Companies and their investments and

properties.

CINergy anticipates that the Special

Purpose Companies and their

subsidiaries will meet (and, in the case

of the Existing Special Purpose

Subsidiaries and their subsidiaries, will

continue to meet) the requirements of

Rule 83(a) under the Act. Accordingly,

the CINergy requests that services

provided to the Special Purpose

Companies and their subsidiaries be

exempt from the standards of Section 13

(b) of the Act and the rules and

regulations promulgated thereunder.

CINergy Corp. et al. (70–8587)

CINergy Corp. (‘‘CINergy’’), 139 East

Fourth Street, Cincinnati, Ohio 45202, a

registered holding company, and certain

of its subsidiaries, CINergy Services,

Inc. (‘‘Services’’), The Cincinnati Gas &

Electric Co. (‘‘CC&E’’), The Union Light,

Heat and Power Co. (‘‘ULH&P’’), The

West Harrison Gas and Electric Co.

(‘‘West Harrison’’), Lawrenceburg Gas

Co. (‘‘Lawrenceburg’’), Miami Power

Corp. (‘‘Miami’’), Tri-State Improvement

Co. (‘‘Tri-State’’), KO Transmission Co.

(‘‘KO’’), CINergy Investments, Inc.

(‘‘Investments’’), CG&E Resource

Marketing, Inc. (‘‘Resource Marketing’’),

Power International, Inc. (‘‘PII’’),

Beheer-En Belegginsmaatschappij

Bruwabel B.V. (‘‘Bruwabel’’), Power

International s.r.o. (‘‘Power

International’’), and Power Development

s.r.o. (‘‘Power Development’’), each of

139 East Fourth Street, Cincinnati, Ohio

45202, and PSI Energy, Inc. (‘‘PSI

Energy’’), Wholesale Power Services,

Inc. (‘‘Wholesale Power’’), PSI

Recycling, Inc. (‘‘Recycling’’), and

Power Equipment Supply Co.

(‘‘Equipment’’), each of 1000 East Main

Street, Plainfield, Indiana 46168

(collectively, the ‘‘Applicants’’), have

filed an application-declaration under

sections 6, 7, 9(a), 10, 12(b), 12(f) and

13 of the Act and rules 40, 43, 45, 53,

54, and 80–95 thereunder.

The Applicants seek authorization,

through May 31, 1997, to incur shortterm borrowings, to issue notes and/or

commercial paper, to make capital

contributions, and to implement a

system of money pools to provide for

their short-term cash requirements. The

aggregate principal amount of shortterm borrowings, notes and/or

commercial paper outstanding at any

one time for the CINergy system as a

whole would not exceed $1 billion. The

proposed transactions and the proposed

participation of the various Applicants

are described below.

Transactions by Utilities and Related

Companies

Through May 31, 1997, (1) CG&E, PSI

Energy, ULH&P, Lawrenceburg, West

Harrison, Miami, Services, KO and TriState seek authorization to incur shortterm borrowings, and to issue notes in

connection therewith; (2) CG&E and PSI

Energy seek authorization to issue and

sell commercial paper; (3) CINergy seeks

authorization to issue guarantees and

provide letters of credit in connection

with the short-term borrowings; and (4)

all of the foregoing companies seek

authorization to implement a money

pool (‘‘Utility Money Pool’’) to

coordinate and provide for certain of

their short-term cash and working

capital requirements. The aggregate

principal amount of short-term

borrowings and/or commercial paper

outstanding at any one time would not

exceed the following amounts1: For

Services, $100,000,000; for PSI Energy,

$400,000,000; for CG&E, $400,000,000;

for ULH&P, $35,000,000; for West

Harrison, $200,000; for Lawrenceburg,

$3,000,000; for Miami, $100,000; for

KO, $2,000,000; and for Tri-State,

$40,000,000.

PSI Energy, CG&E, UHL&P and

Lawrenceburg have existing lines of

credit with banks with commitments

aggregating $230 million, $82 million,

$30 million and $400,000, respectively,

under which $120.5 million, $0, $14.5

million and $0, respectively, in

borrowings were outstanding as of

December 31, 1994. As of December 31,

1994, Services, West Harrison, Miami,

KO and Tri-State had no committed

lines of credit. Certain of the Applicants

also have informal arrangements for

short-term borrowings with various

banks on an ‘‘as offered’’ basis, also

known as uncommitted lines of credit.

Authorization is sought for the above

Applicants to borrow from banks

pursuant to the existing formal and

informal lines of credit described above

(and any increases therein that may be

negotiated) and pursuant to new credit

facilities (formal or informal) that may

be arranged from time to time, or to

borrow funds managed by bank trust

departments, if the effective cost of

money is equal to or less than that

available from the sale of commercial

paper or other bank borrowings.

Bank borrowings may be evidenced

by promissory notes, each of which

would be issued on or before May 31,

1997 and would mature on a date no

later than one year (or, in the case of up

to $200 million in borrowings by PSI

Energy, no later than 24 months) from

the date of issuance, would bear interest

at a rate no higher than the effective cost

of money for unsecured prime

commercial bank loans prevailing on

the date of such borrowing, and would

be subject to prepayment at the option

of borrower, or under certain

circumstances with the consent of the

lending bank, in whole at any time or

in part from time to time, without

premium or penalty. Amounts

outstanding under formal lines of credit

typically would become due

immediately upon an event of default,

including non-payment, default under

other agreements governing

indebtedness, bankruptcy, or

insolvency. Short-term notes may be

issued on either a ‘‘grid’’ note basis or

a transactional basis, under similar

terms and conditions. The Applicants

state that the actual terms of the notes

may vary from the terms described

above to reflect customary terms or

particular lending practices and policies

of different lending institutions, but

otherwise are expected to be

substantially similar. Compensation

arrangements under lines of credit

would be on a compensating balance

and/or fee basis. Fees will not exceed 25

basis points per annum on the

commitment, and balance arrangements

will require average balances not to
19976 Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices

2CINergy proposes to use the proceeds of certain

borrowings and sales of commercial paper or

common stock, previously authorized in File Nos.

70–8477 and 70–8521, and any funds available for

general corporate purposes, to loan to the other

Applicants when required through the money pools

described in the Application-Declaration.

exceed 10% of the amount of the

commitment.

PSI Energy and CG&E also propose to

issue and sell commercial paper to one

or more dealers (or directly to financial

institutions if such sale results in an

equal or lower cost of money than that

applicable to dealer-placed notes),

subject to the limitations on aggregate

outstanding principal amount stated

above. The commercial paper will be in

the form of book-entry unsecured

promissory notes, with varying

denominations of no less than $25,000

each, and will be issued and sold by

CG&E and PSI Energy at market rates.

No commission or fee will be payable in

connection with the issuance and sale of

the commercial paper. The purchasing

dealer, however, will reoffer such notes

at a rate less than the rate to the issuer

and, as principal, will reoffer such notes

in such a manner as not to constitute a

public offering under the Securities Act

of 1933. The discount rate to dealers

will not exceed the maximum discount

rate per annum prevailing at the date of

issuance for commercial paper of

comparable quality and the same

maturity.

The commercial paper proposed to be

issued by CG&E and PSI Energy will

have varying maturities of no more than

270 days from date of issue and will be

issued and sold by CG&E and PSI

Energy from time to time through May

31, 1997. Subject to such limitations,

sales of commercial paper (and the bank

borrowings described above) ordinarily

will be structured to mature at such

time as excess funds are expected to

become available for money pool loans.

Upon the availability of any such excess

funds, external borrowings would be

retired and loans refinanced to the

extent such funds became available.

Proceeds of any short-term

borrowings and, in the case of CG&E

and PSI Energy, sales of commercial

paper, may be used by each such

company: (i) For the interim financing

of its construction and capital

expenditure programs; (ii) for its

working capital needs; (iii) for the

repayment, redemption or refinancing of

its debt and preferred stock; (iv) to meet

unexpected contingencies, payment and

timing differences, and cash

requirements, to cover intercompany

balances, and for other lawful general

corporate purposes; (v) to loan to other

participants in the Utility Money Pool

(except the proceeds of certain

borrowings by PSI Energy with

maturities more than twelve months

from the date of issuance); and (vi) in

the case of borrowings by Services, for

other lawful purposes in connection

with the performance by Services of its

functions as a subsidiary service

company under the Act. In addition,

proceeds of borrowings, and other

available funds, may be used: (a) By

CG&E to make capital contributions of

up to $40 million to Tri-State and up to

$2 million to KO for the purpose of

settling intercompany open-account

balances and indebtedness to CG&E and

to provide Tri-State and KO with

working capital for their activities in

support of CG&E’s operations, and (b) by

CG&E and its utility subsidiaries to

make loans and open-account advances

to one another in connection with

services, goods and construction

provided to one another, in amounts not

to exceed $400 million for CG&E, $35

million for ULH&P, $200,000 for West

Harrison, $3 million for Lawrenceburg

and $100,000 for Miami.

Authorization is also sought for

CINergy to issue guarantees and provide

letters of credit in connection with

short-term borrowings, subject to the

limitations on aggregate principal

amount described above. Fees and

expenses incurred by CINergy will not

exceed 1% per year of the face amount

of such letters of credit, and CINergy

may charge an annual fee up to 2% of

the face amount of guarantees.

Under the proposed terms of the

Utility Money Pool, short-term funds

would be available from the following

sources for short-term loans to CG&E,

PSI Energy, ULH&P, Lawrenceburg,

Miami, West Harrison, Services, KO and

Tri-State from time to time: (1) Surplus

funds in the treasuries of Utility Money

Pool participants, including CINergy

(‘‘Utility Internal Funds’’), and (2)

proceeds from bank borrowings by

Utility Money Pool participants or the

sale of commercial paper by CINergy,

CG&E and PSI Energy for loan to the

Utility Money Pool (‘‘Utility External

Funds’’).2 Funds would be made

available from such sources in such

order as Services, as administrator of the

Utility Money Pool, may determine

would result in a lower cost of

borrowing, consistent with the

individual borrowing needs and

financial standing of the companies

providing funds to the pool. Companies

that borrow would borrow pro rata from

each company that lends, in the

proportion that the total amount loaned

by each such lending company bears to

the total amount then loaned through

the Utility Money Pool. On any day

when more than one fund source with

different rates of interest is used to fund

loans through the Utility Money Pool,

each borrower would borrow pro rata

from each such fund source in the

Utility Money Pool in the same

proportion that the amount of funds

provided by that fund source bears to

the total amount of short-term funds

available to the Utility Money Pool. No

party would be required to effect a

borrowing through the Utility Money

Pool if it is determined that it could

effect a borrowing at lower cost directly

from banks or through the sale of its

own commercial paper. No loans

through the Utility Money Pool would

be made to CINergy.

The cost of compensating balances

and fees paid to banks to maintain

credit lines by Utility Money Pool

participants lending Utility External

Funds to the Utility Money Pool would

initially be paid by the participant

maintaining such line. A portion of such

costs would be allocated monthly to the

companies borrowing such Utility

External Funds through the Utility

Money Pool in proportion to their

outstanding borrowings of such Utility

External Funds.

If only Utility Internal Funds

comprise the funds available in the

Utility Money Pool, the interest rate

applicable to loans of such funds would

be the CD yield equivalent of the 30-day

Federal Reserve ‘‘AA’’ Industrial

Commercial Paper Composite Rate (or if

no such Composite Rate is established

for that day, then the applicable rate

would be the Composite Rate for the

next preceding day for which such

Composite Rate was established). If only

Utility External Funds comprise the

funds available in the Utility Money

Pool, the interest rate applicable to

loans of such Utility External Funds

would be equal to the lending

company’s cost for such Utility External

Funds (or, if more than one Utility

Money Pool participant had made

available Utility External Funds on such

day, the applicable interest rate would

be a composite rate equal to the

weighted average of the cost incurred by

the respective Utility Money Pool

participants for such Utility External

Funds). In cases where both Utility

Internal Funds and Utility External

Funds are concurrently borrowed

through the Utility Money Pool, the rate

applicable to all loans comprised of

such ‘‘blended’’ funds would be a

composite rate equal to the weighted

average of (a) the cost of all Utility

Internal Funds contributed by Utility

Money Pool participants and (b) the cost

of all such Utility External Funds. In

circumstances where Utility Internal
Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices 19977

3See footnote 1.

Funds and Utility External Funds are

available for loans through the Utility

Money Pool, loans may be made

exclusively from Utility Internal Funds

or Utility External Funds, rather than

from a ‘‘blend’’ of such funds, to the

extent it is expected that such loans

would result in a lower cost of

borrowing.

Funds not required by the Utility

Money Pool to make loans (with the

exception of funds required to satisfy

the Utility Money Pool’s liquidity

requirements) would ordinarily be

invested in one or more short-term

investments, including: (i) Interestbearing accounts with banks; (ii)

obligations issued or guaranteed by the

U.S. government and/or its agencies and

instrumentalities, including obligations

under repurchase agreements; (iii)

obligations issued or guaranteed by any

state or political subdivision thereof,

provided that such obligations are rated

not less than A by a nationally

recognized rating agency; (iv)

commercial paper rated not less than A–

1 or P–1 or their equivalent by a

nationally recognized rating agency; (v)

money market funds; (vi bank

certificates of deposit; (vii) Eurodollar

funds; and (viii) such other investments

as are permitted by section 9(c) of the

Act and rule 40 thereunder.

The interest income and investment

income earned on loans and

investments of surplus funds would be

allocated among the participants in the

Utility Money Pool in accordance with

the proportion each participant’s

contribution of funds bears to the total

amount of funds in the Utility Money

Pool and the cost of funds provided to

the Utility Money Pool by such

participant.

Each Applicant receiving a loan

through the Utility Money Pool would

be required to repay the principal

amount of such loan, together with all

interest accrued thereon, upon demand

and in any event not later than one year

from the date of such advance. All loans

would be prepayable by the borrower

without premium or penalty. Loans

would ordinarily be made pursuant to

open-account advances, and all loans

would be made on or before May 31,

1997. Each lender would at all times be

entitled to receive upon demand one or

more promissory notes evidencing any

and all loans by such lender, dated as

of the date of the initial borrowing (and

in any event not later than May 31,

1997), maturing on demand or on a

specified date not latter than one year

after the date of the applicable

borrowing, and prepayable in whole at

any time or in part from time to time,

without premium or penalty. Interest

would be accrued by each borrower

monthly.

Transactions by Nonutility Companies

Through May 31, 1997, (1) PII,

Bruwabel, Power International, Power

Development, Recycling, Equipment

and Wholesale Power (‘‘Designated

Nonutility Companies’’), Resource

Marketing and CINergy Investments

seek authorization to incur short-term

borrowings and to issue notes in

connection therewith; (2) CINergy seeks

authorization to issue guarantees and

provide letters of credit in connection

with such borrowings; and (3) all of the

foregoing companies seek authorization

to implement a money pool arrangement

(‘‘Nonutility Money Pool’’) to coordinate

and provide for their short-term cash

and working capital requirements. The

aggregate principal amount of shortterm borrowings and notes outstanding

would not exceed the following

amounts: 3 for CINergy Investments,

$22,000,000; for PII, $6,750,000; for

Bruwabel, Power International and

Power Development, an aggregate of

$4,000,000; for Recycling, $4,400,000;

for Equipment, $1,100,000; for

Wholesale Power, $1,200,000; and for

Resource Marketing, $2,000,000.

Proceeds of borrowings by CINergy

Investments, Resource Marketing and

the Designated Nonutility Companies

would be used (a) to provide working

capital to continue to operate such

companies’ businesses and to fund

commitments existing as of the

registration of CINergy as a holding

company under the Act on October 25,

1994, (b) to repay and refinance

indebtedness, (c) to loan to other

participants in the Nonutility Money

Pool, and (d) in the case of Resource

Marketing, for the additional purposes

of making loans and capital

contributions to U.S. Energy Partners, a

partnership in which Resource

Marketing holds an interest.

PII has a $1,000,000 bank line of

credit, under which no borrowings were

outstanding at December 31, 1994,

which PII proposes to maintain. It is

also proposed that CINergy Investments,

Resource Marketing, and the Designated

Non-Utility Companies also have

authority to borrow under bank

facilities, and or CINergy to provide

guaranties and letters of credit in

connection therewith. Borrowings under

such facilities would be evidenced by

promissory notes with terms

substantially similar to those described

above under Transactions by Utilities

and Related Companies (but could bear

interest at a rate of up to prime plus 2%)

and would be subject to compensation

arrangements similar to those described

therein. Fees and expenses in

connection with guaranties and letters

of credit to be provided by CINergy also

will not exceed the amounts stated

above under such heading.

Because certain of the Designated

Nonutility Companies and Resource

Marketing have heretofore been net

borrowers from their corporate parents,

it has been the practice of such

corporate parents to advance funds to

such companies in the form of

intercompany loans and open-account

advances and periodically to forgive

such indebtedness, thereby making

capital contributions in the amount

forgiven. Because certain of the

Designated Nonutility Companies and

Resource Marketing may remain net

borrowers during the period covered by

the proposed transactions, authorization

is requested for CINergy from time to

time through May 31, 1997 to make

capital contributions and loans (in the

form of open-account advances,

repayable on demand, or otherwise

through the Nonutility Money Pool

described below) to CINergy

Investments and the Designated

Nonutility Companies, and for CINergy

Investments and the Designated

Nonutility Companies to make capital

contributions and loans (in the form of

open-account advances, repayable on

demand, or otherwise through the

Nonutility Money Pool) to their

subsidiary companies, provided that the

aggregate amount of all outstanding

borrowings by, and capital contributions

to, a company shall not exceed its

aggregate borrowing limit.

Authority is also requested through

May 31, 1997 (i) for CINergy and

CINergy Investments from time to time

to make capital contributions and loans

(in the form of open-account advances,

repayable on demand, or otherwise

through the Nonutility Money Pool) to

Resource Marketing, and (ii) for

Resource Marketing from time to time to

make capital contributions and loans to

Energy Partners, to provide for working

capital needs, repayment or refinancing

of debt, unexpected contingencies,

payment and timing differences, cash

requirements and other general business

purposes of Energy Partners. The

aggregate amount of all outstanding

capital contributions and loans would

not exceed $2 million to Resource

Marketing and $2 million to Energy

Partners.

Under the proposed arrangements

governing the Nonutility Money Pool,

short-term funds will be available from

the following sources for use by the

respective participants from time to
19978 Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices

4See footnote 2.

time: (1) Surplus funds in the treasuries

of the Nonutility Money Pool

participants, including CINergy

(‘‘Nonutility Internal Funds’’), and (2)

proceeds from the sale by CINergy of

commercial paper and bank borrowings

by the Nonutility Money Pool

participants (‘‘Nonutility External

Funds’’).4 Loans through the Nonutility

Money Pool will be made only from

funds provided by CINergy, CINergy

Investments, Resource Marketing or

Designated Nonutility Companies, and

no loan will be made to CINergy,

CINergy Investments, Resource

Marketing, Energy Partners or any

Designated Non-Utility Company by the

Utility Money Pool or by any public

utility company in the CINergy system.

In addition, no loans through the

Nonutility Money Pool will be made to

CINergy. Funds made available by

CINergy for loans through the money

pools will be first made available for

loans through the Utility Money Pool

and thereafter for loans through the

Nonutility Money Pool.

The Nonutility Money Fund will be

administered by Services and will have

terms similar to those governing the

Utility Money Pool (described above

under Transactions by Utilities and

Related Companies) with respect to pro

rata borrowing, costs and fees for

Nonutility External Funds lent to the

Nonutility Money Pool, interest rates for

loans from Nonutility Internal Funds,

Nonutility External Funds and

combinations of Nonutility Internal and

External Funds, temporary investment

of funds in the Nonutility Money Pool

not required to make loans, allocation of

interest and other investment income

earned on loans and investment of

surplus funds, terms of loans made by

the Nonutility Money Pool, and terms of

notes evidencing such loans.

Surplus funds of the Utility Money

Pool and the Nonutility Money Pool

may be combined in common short-term

investments, but separate records of

such funds shall be maintained by

Services as administrator of the pools,

and interest thereon shall be separately

allocated, on a daily basis, to each

money pool in accordance with the

proportion that the amount of each

money pool’s surplus funds bears to the

total amount of surplus funds available

for investment from both money pools.

Operation of the Utility and

Nonutility Money Pools, including

record keeping and coordination of

loans, will be handled by Services

under the authority of the appropriate

officers of the Applicants. Services will

administer the Utility and Nonutility

Money Pools on an ‘‘at cost’’ basis and

will maintain separate records for each

money pool.

Appalachian Power Company, et al.

(70–8591)

Appalachian Power Company, 40

Franklin Road, Roanoke, Virginia 24022,

Columbus Southern Power Company,

215 North Front Street, Columbus, Ohio

43215, Kentucky Power Company, 1701

Central Avenue, Ashland, Kentucky

41101, Kingsport Power Company, 422

Board Street, Kingsport, Tennessee

37660, Indiana Michigan Power

Company, One Summit Square, Fort

Wayne, Indiana 46801, Ohio Power

Company, 339 Cleveland Avenue, SW.,

Canton, Ohio 44702, and Wheeling

Power Company, 51—16th Street,

Wheeling, West Virginia 26003

(sometimes individually referred to

herein as ‘‘Company’’ and collectively

as ‘‘Companies’’), all public-utility

subsidiary companies of American

Electric Power Company, a registered

holding company, have filed an

application-declaration under sections

6, 7, 9(a), 10, and 12(d) of the Act and

rules 40(a)(5), 41 and 44 thereunder.

The Companies each propose to

market, construct, install, service,

maintain, acquire, sell (and sell

maintenance agreements and warranties

for) (i) equipment generating,

transmitting or distributing electric

power or steam, (ii) manufacturing and

other equipment consuming electric

power or using steam (including electrotechnologies), or (iii) equipment

providing load management or

communications to the equipment

described in (i) or (ii) above

(collectively, ‘‘Customer Equipment

Services’’). In addition, each Company

proposes to broker Customer Equipment

Services provided by third party

contractors and provide energy

management, technical, operating,

training and consulting services

(‘‘Customer Consulting Services’’).

Customer Equipment Services and

Customer Consulting Services will be

provided for (i) present and anticipated

industrial, commercial and

governmental retail electric customers

of the Company and of full and partial

requirement wholesale customers of the

Company and (ii) present and

anticipated nonaffiliated wholesale

customers of the Company.

Cutomer Equipment Services will be

provided at market-based fees; the price

for Customer Consulting Services will

range from free to market-based rates.

The maximum annual revenues from

Customer Equipment Services for each

Company will be 5% of the operating

revenues of the Company for the prior

calendar year.

Each Company also proposes to

provide or broker financing to

customers in connection with Customer

Equipment Services through direct loan,

installment purchase, operating or

finance lease arrangements (including

sublease arrangements) or loan

guarantees. The maximum amount of

equipment that each Company may

finance at any one time is 5% of

capitalization of the Company at the end

of the prior calendar year. Interest on

loans and imputed interest lease

payments will be at prevailing market

rates. The obligations will have terms

ranging from one to thirty years and will

be secured or unsecured. Each Company

will finance the Customer Equipment

Services with its general corporate

funds and may assign obligations

acquired from customers to banks or

other financial institutions with or

without recourse.

Finally, each Company proposes to

provide meter reading, billing and other

services to gas, water and other utilities

in their service territories. Such services

would be provided at market based

rates.

Central Power & Light Co. (70–8597)

Central Power and Light Company

(‘‘CPL’’), a wholly owned electric utility

subsidiary company of Central and

South West Corporation, a registered

holding company, has filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(c) and 12(d) of the

Act and rules 44 and 51 thereunder.

CPL seeks authorization through

December 31, 1997 to incur obligations

in connection with the proposed

issuance by Matagorda County

Navigation District No. One (‘‘District’’)

in one or more series of up to $475

million in Pollution Control Revenue

Bonds. Of this amount, up to $325

million will be Pollution Control

Revenue Refunding Bonds (‘‘Refunding

Bonds’’) and up to $150 million will be

Pollution Control Revenue Bonds and/

or Solid Waste Revenue Bonds (‘‘New

Money Bonds’’). The issuance of New

Money Bonds and the Refunding Bonds

(‘‘New Bonds’’) might be combined.

The purpose of the Refunding Bonds

is to reacquire all or a portion of five

types of previously issued Pollution

Control Revenue Bonds (‘‘Old Bonds’’).

The purpose of the New Money Bonds

is to reimburse CPL for expenditures

qualified for tax-exempt financing or to

provide for current solid waste

expenditures.

CPL also seeks authorization to

manage interest rate risk or to reduce

interest rate costs through forward re-
Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices 19979

financing techniques and through the

use of interest rate swaps through the

life of the Old Bonds and/or New

Bonds.

The Old Bonds were issued to finance

pollution control and solid waste

disposal facilities (‘‘Facilities’’) for the

South Texas Project Electric Generating

Station (‘‘Plant’’). CPL owns a 25.2%

undivided interest in the Plant. The Old

Bonds were issued pursuant to

Indentures of Trust (‘‘Indentures’’) with

three banks for trustees—NationsBank

of Texas, N.A., the Bank of New York,

and Texas Commerce Bank, N.A.

(‘‘Trustees’’):

Series

Interest

rate

(percent)

Maturity

date

First redemption

date

1984 ........ 101⁄8 10/15/14 10/15/95

1984–A .... 71⁄2 12/15/14 12/15/99

1985–A .... 93⁄4 07/01/15 07/01/95

1986 ........ 77⁄8 12/01/16 12/01/96

1990 ........ 71⁄2 03/01/20 03/01/00

CPL and the District entered into

Installment Sale Agreements (‘‘Sale

Agreements’’) to provide for the

issuance of the Old Bonds. In

connection with the issuance of the

New Bonds, CPL will amend the Sale

Agreements, enter into agreements with

similar terms, and/or enter into new

installment sale agreements (‘‘Amended

Sale Agreements’’).

The New Bonds will bear a fixed or

floating interest rate, might be secured

with First Mortgage Bonds, and will

mature between one and forty years.

The interest rate, redemption provisions

and other terms and conditions

applicable to the New Bonds will be

determined through negotiation

between CPL and one or more

investment banking firms that will

purchase or underwrite the New Bonds

(‘‘Purchasers’’).

It is anticipated that the New Bonds

will be optionally redeemable upon the

occurrence of various events specified

in the Amended Sale Agreements and

the Indentures, which might be

amended or supplemented

(‘‘Supplemental Indentures’’), or, in the

case of the New Money Bonds, a new

indenture (‘‘New Indenture’’). The New

Bonds also will be optionally

redeemable with premiums to be

determined through negotiation

between CPL and the Purchasers and

will be mandatorily redeemable in the

event the interest on the New Bonds

becomes subject to federal income tax.

CPL might obtain credit enhancement

for the New Bonds, which could include

bond insurance, a letter of credit or a

liquidity facility, if, for example, it were

to issue floating rate bonds. A premium

or fee would be paid to obtain the credit

enhancement, which would, however,

result in a net benefit through a reduced

interest rate on the New Bonds.

CPL might issue First Mortgage

Bonds, to secure the New Bonds, subject

to applicable indenture restrictions,

under a Supplemental Indenture to its

Mortgage Indenture dated November 1,

1943 to the First National Bank of

Chicago and A.H. Bohm (‘‘Mortgage

Indenture’’). The First Mortgage Bonds

will be issued to the Trustee for the New

Bonds pursuant to the Mortgage

Indenture. The First Mortgage Bonds

will be held by the Trustee for the

benefit of the holders of the New Bonds

and will not be transferable. The First

Mortgage Bonds will be issued in the

exact amount and have terms similar to

the New Bonds. To the extent payments

in respect of the New Bonds are made

in accordance with their terms, like

payment obligations under the First

Mortgage Bonds will be deemed

satisfied.

The optional redemption provisions,

the sinking-fund provisions, and the

limitation on dividends relative to the

First Mortgage Bonds might deviate

from the SEC Statement of Policy

Regarding First Mortgage Bonds.

CPL anticipates that the New Bonds

will be sold by the District pursuant to

a Bond Purchase Agreement (‘‘Purchase

Agreement’’) between the District and

one or more Purchasers. CPL requests

authority to enter into negotiations with

Purchasers with respect to the interest

rate, redemption provisions and other

terms and conditions applicable to the

New Bonds and to set the terms of the

New Bonds subject to the receipt of a

Commission order if an order has not

been issued when CPL enters into the

Purchase Agreement.

The proceeds of the New Bonds will

be used to redeem the Old Bonds

pursuant to the terms of the Indentures

or reacquire all or a portion of the Old

Bonds through open market and

negotiated transactions or pursuant to

one or more tender offers

(‘‘Reacquisition’’) and reimburse CPL for

expenditures qualified for tax-exempt

financing or to provide for current solid

waste expenditures. The proceeds might

also be used to reimburse CPL for Old

Bonds previously acquired. Additional

funds required to pay for the

Reacquisition and the costs of issuance

of the New Bonds will be provided by

CPL from internally generated funds

and short-term borrowings.

CPL will not permit the issuance of

the Refunding Bonds unless the

estimated net present value savings is,

on an after-tax basis, in excess of the

present value of all costs to acquire the

Old Bonds and issue the Refunding

Bonds on the basis of an appropriate

discount rate. Such discount rate would

be based on the estimated after-tax

interest rate on the Refunding Bonds.

CPL proposes to manage interest rate

risk through interest rate swaps, forward

swaps, caps, collars and floors, and

through forward transactions. CPL

might also use interest rate swaps to

lower its interest costs on one or more

series of Old Bonds and/or New Bonds.

CPL requests authorization to enter into

these types of transactions from time to

time either in connection with the

issuance of New Bonds or otherwise.

CPL could use the interest rate swap

market to hedge against changes in the

interest rates of variable rate securities

through a ‘‘fixed-for-floating’’ swap

arrangement. In addition, CPL might be

able to realize a reduced all-in rate in

the synthetic fixed market. CPL might

also issue fixed rate New Bonds and

then seek to reduce its interest costs on

such New Bonds through a ‘‘floating-forfixed’’ interest rate swap arrangement.

In this manner, CPL would hope to take

advantage of interest cost savings

associated with short-term interest rates.

None of the interest rate swaps would

be ‘‘leveraged.’’ Thus changes in interest

payments or receipts under an interest

rate swap due to changes in the floating

rate index used in the swap will not

exceed the product of the change in

such index and the notional amount of

that swap. In no event would the

aggregate notional amount of the

interest rate swaps exceed $475 million.

The interest rate swaps might also be

forward swaps, whereby a swap

agreement is entered into but the

exchange of fixed and floating payments

does not begin until a future date, which

is generally the call date on outstanding

bonds.

It is anticipated that interest rate swap

agreements would provide that

redemption, reacquisition or maturation

of the Old Bonds and/or New Bonds

would terminate obligations under the

swap agreement for a like notional

amount. CPL might enter into a swap

that allows optional termination and

CPL would exercise such option for a

like notional amount upon the

redemption, reacquisition or maturation

of the corresponding Old Bonds and/or

New Bonds. Termination of its

obligations under the interest rate swap

agreement might require CPL to pay an

additional amount under the terms of

the swap agreement, which could be

substantial.

Finally, CPL also requests

authorization to enter into reverse

interest rate swap agreements, or other
19980 Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices

contractual arrangements, in order to

limit the impact of anticipated

movements in interest rates or offset the

effect of interest rate swap agreements.

If CPL issues variable rate New Bonds,

it might elect to purchase an interest

rate cap to limit its exposure to

increased interest rates. CPL might also

sell an interest rate floor to either reduce

the cost of variable rate debt, or in

conjunction with an interest rate cap to

reduce the cost of the cap.

Consolidated Natural Gas Co. et al. (70–

8599)

Consolidated Natural Gas Co.

(‘‘Consolidated’’), CNG Tower, 625

Liberty Avenue, Pittsburgh,

Pennsylvania, 15222–3199, a registered

holding company, and Consolidated

System LNG Company (‘‘Consolidated

LNG’’), of the same address, a wholly

owned subsidiary company of

Consolidated, have filed a declaration

under section 12(c) of the Act and rule

46 thereunder.

Consolidated LNG holds what

remains of a past venture on the part of

Consolidated into the liquefied natural

gas (‘‘LNG’’) business, and LNG terminal

and re-gasification facilities at Cove

Point, Maryland and a pipeline between

Cove Point and underground pipelines

near Loudoun, Virginia (‘‘LNG

Facilities’’). Consolidated LNG is for all

practical purposes, and is expected to

remain, dormant. Consolidated

contemplates the dissolution of

Consolidated LNG.

Consolidated LNG proposes to declare

on its common stock ($10,000 par value

per share) a one-time dividend to

Consolidated of $48,816,000. This will

provide additional cash to Consolidated

to finance other non-utility and utility

subsidiaries.

Consolidated LNG has no physical

assets. Thus, its asset value is its

capitalization. No dividend was paid

from 1988 to 1994. Consolidated LNG

has not made the standard payout of

100% of its liquid cash assets to

Consolidated since 1988. A dividend of

$2,502,000 was declared on December

15, 1994 and paid on February 15, 1995,

which left $304,000 in retained earnings

as of that date.

Consolidated LNG now proposes to

declare a one-time dividend of

$48,816,000, of which $48,512,000 will

come from capital surplus and $304,000

will be out of retained earnings. When

combined with the 1994 dividend of

$2,502,000, it achieves an approximate

100% payout of liquid cash assets to

Consolidated. For the remainder of the

ten-year amortization period (until

1997), Consolidated LNG will pay 100%

of its liquid cash assets to Consolidated

out of retained earnings.

Consolidated LNG requests

Commission authorization to declare

and pay from capital surplus the

$48,512,000 portion of the one-time

dividend of $48,816,000 to

Consolidated.

The Columbia Gas System, Inc. et al.

(70–8605)

The Columbia Gas System, Inc.

(‘‘Columbia’’), a registered holding

company and a debtor-in-possession

under Chapter 11 of the United States

Bankruptcy Code, and its wholly owned

subsidiary company, TriStar Ventures

Corporation (‘‘TVC’’), both located at 20

Montchanin Road, Wilmington,

Delaware 19807, have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(b), and 13(b) of the

Act and rules 16, 43, 45, 87, 90 and 91

thereunder.

Columbia proposes to invest up to $7

million through December 31, 1996, in

natural gas vehicle (‘‘NGV’’) activities

indirectly through a new subsidiary

corporation (‘‘TNGV’’) that will be

established solely to engage in such

activities. TNGV will be a wholly

owned subsidiary of TVC.

TNGV proposes to use the $7 million

to develop and promote consumer use

and acceptance of natural gas as a fuel

for cars, buses, trucks and other

vehicles. TNGV intends to provide

natural gas fueling stations, promote the

establishment of facilities for the

conversion of vehicles to NGVs, provide

related training and to provide fuel

supply and management services (all

such activities, the ‘‘NGV Activities’’).

TNGV proposes to engage in some of

the NGV Activities through various

arrangements with nonassociated

companies or individuals. Columbia’s

public-utility subsidiary companies may

also provide TNGV with services such

as training in the use of fueling station

and conversion equipment,

identification of potential customers,

and station design, construction

maintenance and operations.

The application-declaration states that

TNGV may acquire an ownership

interest, which may be up to 100%

voting or nonvoting stock, in one or

more corporations or other entities

established for the sole purpose of

engaging in NGV Activities. Such

entities would be established by TNGV

and/or nonassociates knowledgeable

and experienced in the construction and

operation of gasoline stations or natural

gas fueling stations, and/or who have

expertise in vehicle repair and

maintenance or specialized technical

experience with NGVs. Each such entity

would provide limited liability

protection to the owners and would be

formed to build NGV infrastructure in a

specific geographic area or to provide

management of a specific NGV Activity.

The organizational documents

governing such entities would expressly

limit the activities of these corporations

primarily to NGV Activities.

TNGV may also invest in and

participate in joint arrangements such as

partnerships or joint ventures to carry

out NGV Activities. If necessary, TNGV

would establish one or more wholly

owned limited purpose corporations or

entities for the sole purpose of engaging

in NGV Activities through such

partnerships or joint ventures or other

arrangements. The organizational

documents governing such partnerships

or joint ventures would expressly limit

the activities of these entities primarily

to NGV Activities.

The application-declaration states that

TNGV may lend funds to vehicle fleet

owners, or may guarantee borrowings by

those owners from a third party lender

such as a bank, to enable such

nonassociates to carry out NGV

Activities in connection with their

business, or to acquire the equipment,

personnel or facilities needed to do so.

Loans either made by TNGV directly or

with respect to the TNGV is giving a

guarantee would have an interest rate

not exceeding the maximum legal rate,

and would have a maturity not

exceeding 20 years. Such loans may be

unsecured or secured by a lien on, or

other security interest in, NGV

conversion equipment, fueling station

equipment or facilities or other real or

personal property, excluding utility

assets.

It is further proposed that

corporations, partnerships, joint

ventures or other entities in which

TNGV has an ownership interest of less

than 100% may obtain third party debt

financing.

In entering into arrangements with

nonassociates to engage in the NGV

Activities described in this application,

TNGV and its subsidiaries will limit the

amount of their equity or debt

investment, contractual obligations,

loan guarantees, loan obligations and

other financial obligations and

commitments to an amount that, when

aggregated with all other investments,

obligations and commitments made or

undertaken, directly or indirectly, by

TNGV and its subsidiaries in connection

with the NGV Activities as described in

the Application, will not exceed $7

million through December 31, 1996.

Columbia, TVC and TNGV propose

that TNGV be authorized to engage in

the above described NGV Activities and
Federal Register / Vol. 60, No. 77 / Friday, April 21, 1995 / Notices 19981

1Those amendments—which are contained in the

Independent Safety Board Act of 1994, Pub. L. 103–

411—relate to safety only and make no changes to

the Department’s statutory authority or rules

relating to the economic regulation of air carriers.

2See, e.g., 14 CFR 135.13(a)(3).

to obtain funds from time to time

through December 31, 1996, to finance

such NGV Activities through the sale of

shares of TVC common stock, $25 par

value, to Columbia at or above par

value, and the sale of shares of TNGV

Common Stock, $25 par value, to TVC

at or above par value provided that the

aggregate amount of funds obtained by

TVC from Columbia, and by TNGV from

TVC, outstanding at any one time for

NGV Activities shall not exceed $7

million.

In the event that a wholly owned

limited purpose subsidiary corporation

of TNGV is established to engage in the

NGV Activities through a non-corporate

entity, such subsidiary will have mirrorimage authorizations and obligations of

TNGV under this filing as such relate to

the relevant investment, with TNGV

functioning as ‘‘passthrough’’ with

regard to its indirect financing of the

entity.

Eastern Utilities Associates, et al. (70–

8609)

Eastern Utilities Associates (‘‘EUA’’),

a registered holding company, and its

direct subsidiary companies, Eastern

Edison Company, EUA Cogenex

Corporation, P.O. Box 2333, Boston,

Massachusetts 02107, EUA Service

Corporation, P.O. Box 543, West

Bridgewater, Massachusetts 02379, and

Newport Electric Corporation, 12 Turner

Road, Middletown, Rhode Island 02840,

and its indirect subsidiary companies,

Montaup Electric Company, P.O. Box

2333, Boston, Massachusetts 02107,

TransCapacity Limited Partnership, 2

Corporate Place 128, Suite 101,

Wakefield, Massachusetts 01880, and

Blackstone Valley Electric Company,

Washington Highway, Lincoln, Rhode

Island 02865 (collectively

‘‘Subsidiaries’’) have filed an

application-declaration under Sections

6(a), 7, 9(a) and 10 of the Act and Rule

54 thereunder.

By Order dated March 8, 1991, (HCAR

No. 25269) (‘‘1991 Order’’), EUA and

certain of its subsidiaries were

authorized, among other things, to

contribute up to 200,000 common

shares of EUA, $5.00 par value per share

(‘‘Common Shares’’), or cash for the

purchase thereof, to the Eastern Utilities

Associates Employees’ Savings Plan

(‘‘Plan’’), through December 15, 1995.

The Common Shares issued to the Plan

may be: (1) Authorized but unissued

shares issued to the Plan by EUA; (2)

purchased on the open market; or (3)

purchase shares from EUA. Whenever

cash contributions to the Plan by EUA

or the participating subsidiary

companies are used to purchase

Common Shares from EUA, the

proceeds are added to the general funds

of EUA and may be used for, among

other corporate purposes, the payment

or prepayment of outstanding short-term

indebtedness.

The number of Common Shares

available under the 1991 Order is now

expected to be depleted by July 1995.

Therefore, EUA and the Subsidiaries

now propose to contribute an additional

150,000 common shares of EUA or cash

to purchase such number of shares for

the Plan, through December 15, 1997

under the terms and conditions

authorized in the 1994 Order.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–9854 Filed 4–20–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Investment Advisory Council

Privatization Committee; Public

Meeting

The U.S. Small Business Investment

Advisory Council, Privatization

Committee, will hold a public meeting

from 9 a.m. to 3 p.m. on Tuesday, April

25, 1995, at the Office of Pat Cloherty,

President, Patricof & Co. Ventures,

located at 445 Park Avenue, New York,

NY 10022, to discuss such matters as

may be presented by members, staff of

the U.S. Small Business Administration,

or others present.

For further information, write or call

Saunders Miller, U.S. Small Business

Administration, 409 Third Street, SW.,

Washington, DC 20426, (202) 205–6510.

Dated: April 17, 1995.

Dorothy A. Overal,

Director, Office of Advisory Councils.

[FR Doc. 95–9860 Filed 4–20–95; 8:45 am]

BILLING CODE 8025–01–M

Investment Advisory Council; Public

Meeting

The U.S. Small Business Investment

Advisory Council will hold a public

meeting from 10 a.m. to 3 p.m. on

Monday, April 24, 1995, at the ANA

Hotel, located at 2900 M Street, NW.,

Washington, DC, to discuss such matters

as may be presented by members, staff

of the U.S. Small Business

Administration, or others present.

For further information, write or call

Ed Cleveland, U.S. Small Business

Administration, 409 Third Street, SW.,

Washington, DC 20426, (202) 205–6510.

Dated: April 17, 1995.

Dorothy A. Overal,

Director, Office of Advisory Councils.

[FR Doc. 95–9861 Filed 4–20–95; 8:45 am]

BILLING CODE 8025–01–M

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

[Docket No. 50295]

Exemption for Government Aircraft

Owners and Operators

AGENCY: Department of Transportation,

Office of the Secretary.

ACTION: Notice of Order.

SUMMARY: The Department of

Transportation issued Order 95–4–28 on

April 17, 1995, granting an exemption

from the requirements of 49 U.S.C.

41102 to the extent necessary to allow

all owners and operators of government

aircraft to provide not-for-hire, costreimbursable transportation incidental

to official government business. This

order was issued pursuant to 49 U.S.C.

40113.

FOR FURTHER INFORMATION CONTACT:

Patricia L. Thomas, Chief, Air Carrier

Fitness Division, X–56, Department of

Transportation, 400 Seventh Street,

SW., Washington, DC 20590, (202) 366–

9721.

SUPPLEMENTARY INFORMATION: The

following is the Department’s Order 95–

4–28, dated April 17, 1995.

Dated: April 17, 1995.

Patrick V. Murphy,

Acting Assistant Secretary for Aviation and

International Affairs.

In the matter of Government Aircraft

Owners and Operators exemption from 49

U.S.C. 41102.

Order Granting Exemption

Recent amendments to section 40102 of

Title 49 of the United States Code require

that certain aircraft owned by or operated for

government entities now comply with

additional safety-related air carrier

certification and operating regulations of the

Federal Aviation Administration (‘‘FAA’’).1

Those FAA regulations require, among other

things, that such operators also obtain any

applicable air carrier economic authority

under 49 U.S.C. 41102.2 Confusion among

some government aircraft owners and

operators has arisen concerning the effect on

them, if any, of the statutory amendments on