[Federal Register Volume 61, Number 87 (Friday, May 3, 1996)]
[Notices]
[Pages 19967-19969]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-10996]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26510]


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

April 26, 1996.
    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 May 20, 1996, 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.

The Southern Company, et al. (70-8733)

    The Southern Company (``Southern''), 270 Peachtree Street, NW., 
Atlanta, Georgia 30303, a registered holding company, and its 
subsidiaries, SEI Holdings, Inc. (``Holdings''), Southern Electric 
International, Inc. (``SEI''), Mobile Energy Services Holdings, Inc. 
(``Mobile Energy''), Southern Electric Wholesale Generators, Inc. 
(``Domestic Holdings''), SEI Europe, Inc. (``SEI Europe''), and SEI 
NEWCO 1, Inc. (``Foreign Holdings''), all at 900 Ashwood Parkway, Suite 
500, Atlanta, Georgia 30338, have filed a post-effective amendment 
under sections 3(b) and 12(c) of the Act and rules 46 and

[[Page 19968]]

54 thereunder, in connection with their previously filed application-
declaration under sections 6(a), 7, 9(a), 10, 12(b), 12(f), 13, 32 and 
33 of the Act and rules 43, 45 and 54 thereunder.
    By order dated February 2, 1996, (HCAR No. 26468) (``Initial 
Order''), the Commission authorized Southern, Holdings, SEI, Mobile 
Energy, Domestic Holdings, SEI Europe, and Foreign Holdings to carry 
out certain transactions involved in the restructuring of Southern's 
portfolio of EWGs, FUCOs (collectively, ``Exempt Projects''), and 
related intermediate subsidiaries (called ``Intermediate 
Subsidiaries'').\1\
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    \1\ In particular, Holdings was authorized to acquire one or 
more special ``Intermediate Subsidiaries,'' organized exclusively 
for the purpose of acquiring and holding one or more EWGs or FUCOs, 
or subsidiaries (called ``Energy Related Companies'') that derive or 
will derive substantially all of their revenues from the ownership 
and/or operation of one or more of the following categories of 
nonutility businesses: (a) ``Qualifying facilities'' (defined under 
the Public Utilities Regulatory Policies Act of 1978, as amended; 
(b) steam production, conversion and distribution; and (c) 
electricity brokering and marketing within the area covered by the 
Southern Electric Reliability Counsel (``SERC''). Holdings was also 
authorized to acquire the shares of SEI and to acquire the 
securities of one or more direct or indirect subsidiaries organized 
to engage in the activities in which SEI previously had been 
authorized to engage.
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    The applicants now seek a modification to the Initial Order that 
would allow Holdings and its direct and indirect subsidiaries (other 
than Exempt Projects, which are exempt from the Act) to declare and pay 
dividends from time to time through December 31, 2000, out of capital 
and unearned surplus. The applicants state that such distributions 
would be made only to the extent permitted under applicable law, as 
well as any applicable financing agreements, which restrict 
distributions to shareholders, to which Holdings or any of its 
subsidiaries may be a party.
    In addition, the applicants propose that current or future 
subsidiary companies of Holdings that derive no material part of their 
income from sources with the United States be exempted, pursuant to 
section 3(b) of the Act, from section 12(c) and rule 46 thereunder.
    The applicants also request an extension of time until June 30, 
1997, to consummate the following transactions that were authorized in 
the Initial Order: (1) The transfer of Southern Electric's common stock 
to Holdings; (2) the transfer of the stock of certain subsidiaries of 
Southern Electric to other direct or indirect subsidiaries of Holdings; 
and (3) the issuance by Mobile Energy to Southern of a series of 
preferred stock and contribution thereof by Southern to Holdings.

Northeast Utilities, et al. (70-8825)

    Northeast Utilities (``NU''), a registered holding company, and its 
subsidiary companies, Western Massachusetts Electric Company and The 
Quinnehtuk Company, at 174 Brush Hill Avenue, West Springfield, 
Massachusetts 01090-0010, Northeast Utilities Service Company 
(``NUSCO''), The Connecticut Light and Power Company, Northeast Nuclear 
Energy Company and The Rocky River Realty Company, at 107 Selden 
Street, Berlin, Connecticut 06037, North Atlantic Energy Service 
Corporation, Route 1, Lafayette Road, Seabrook, New Hampshire 03874, 
and North Atlantic Energy Corporation and Public Service Company of New 
Hampshire, 100 Elm Street, Manchester New Hampshire 03105, 
(collectively, ``Applicants'') have filed an application-declaration 
under sections 6(a), 7, 9(a), 10, 11(b), 12(b) and 13(b) of the Act and 
rules 45, 53, 54, 87(b)(1), 90 and 91 thereunder.
    The Applicants propose to engage in certain diversification 
activities, both inside and outside of NU's operating utility 
subsidiaries' service territories, either directly or through 
investments in existing or future subsidiary companies or joint 
ventures/alliances with nonassociate companies (collectively, 
``NEWCOs'').
    Diversification activities may include research, development, 
commercialization, financing, marketing, sale, leasing, licensing, and 
maintenance, as appropriate, of: (1) various products including 
electrotechnologies; (2) electric utility or telecommunications 
services; (3) ``qualifying facilities'' within the meaning of the 
Public Utility Regulatory Policies Act of 1978 as amended; (4) electric 
appliances and lighting systems; (5) electric vehicles; (6) thermal 
energy products; (7) alternative fuels; (8) renewable energy resources; 
and (9) financial products. Diversification activities may also include 
the performance of engineering, construction, fuel storage, 
procurement, transportation, environmental, financial, management, 
personnel development and training, and similar services.
    Applicants further propose: (1) To organize NEWCOs; (2) to provide 
services to NEWCOs and for NEWCOs to provide services among themselves 
and to Applicants on terms that may or may not be limited to cost; (3) 
to provide capital contributions to the NEWCOs; (4) to issue guarantees 
of NEWCO securities; and (5) that NU issue guarantees of other 
Applicants' securities.
    The applicants seek authority through December 31, 2000 to form 
NEWCOs and to invest, directly or indirectly, up to $300 million in 
diversification activities, as stated above, through a combination of 
equity, debt, and guarantee obligations. Any loans from NU to the other 
Applicants or NEWCOs will mature no later than December 31, 2015 and 
will bear an interest rate not exceeding the prevailing rates for loans 
of similar term and risk.
    The application-declaration states that each NEWCO will maintain 
separate financial records and detailed supporting records, including 
profit/loss statements. NUSCO, pursuant to a service agreement with 
each NEWCO, proposes to provide recordkeeping, accounting and audit 
services.

General Public Utilities Corporation, et al. (70-8835)

    General Public Utilities Corporation (``GPU''), a registered 
holding company, 100 Interpace Parkway, Parsippany, New Jersey 07054, 
and its wholly owned electric public-utility subsidiary company Jersey 
Central Power & Light Company (``JCP&L''), 300 Madison Avenue, 
Morristown, New Jersey 07960, have filed an application under sections 
9(a) and 10 of the Act.
    JCP&L proposes to invest from time to time through December 31, 
2000 up to $500,000 in the New Jersey Fund for Community Economic 
Development (``Fund''). The Fund has been organized as a New Jersey 
limited liability company to provide financing to local development 
organizations which, in turn, will provide loans to businesses, 
projects and individuals in low and moderate income urban areas in New 
Jersey which do not satisfy traditional lending criteria of financial 
institutions. It is contemplated that local development organizations 
will receive funds from the Fund through medium and long-term financing 
structures which will enable these organizations to make investments in 
economic development projects located in their communities. The Fund 
will have a term of at least ten years.
    The New Jersey Economic Development Authority will manage the Fund 
under the supervision of the Fund's board of trustees. The board will 
also appoint a loan review committee to evaluate all funding request 
proposals from eligible local development organizations.
    The Fund will have both Class A and Class B members. There will be 
a maximum of 12 Class A members, consisting of three representatives of 
the

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state of New Jersey with the balance consisting of members whose 
membership interests in the Fund exceed 10%. All other investors, 
including JCP&L, will be Class B members. JCP&L's Class B membership 
interest in the Fund will not exceed 9.9% of the Fund's total 
membership interests. All members will vote in proportion to their 
membership interests, provided that only Class A members may vote on 
investment policies and other matters to be specified in the Fund's 
operating agreement. The Fund will be capitalized over a five to seven-
year period with a minimum of $20 million invested by the private 
sector and an additional $10 million from the State of New Jersey.
    In lieu of an investment by JCP&L, the investment in the Fund may 
be made in whole or in part by GPU either directly or indirectly 
through a new subsidiary to be formed (``GPU Sub''). If the acquisition 
is made by GPU indirectly through GPU Sub, GPU would acquire up to 
1,000 shares of common stock of GPU Sub for a purchase price not in 
excess of $1,000.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-10996 Filed 5-2-96; 8:45 am]
BILLING CODE 8010-01-M