[Federal Register Volume 61, Number 18 (Friday, January 26, 1996)]
[Notices]
[Pages 2549-2551]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-1273]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26458]


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

January 19, 1996.
    Notice is hereby given that the following filings(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 February 12, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, DC 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.

EUA Energy Investment Corporation (70-8283)

    EUA Energy Investment Corporation (``EEIC''), P.O. Box 2333, 
Boston, Massachusetts 02107, a wholly owned subsidiary company of 
Eastern Utilities Associates, a registered holding company, has filed a 
post-effective amendment under section 12(b) of the Act and rule 45 
thereunder to its application-declaration filed under Sections 6(a), 7, 
9(a), 10 and 12(b) of the Act and Rule 45 thereunder.
    By orders dated January 24, 1994 (HCAR No. 25976), March 1, 1995 
(HCAR No. 26242) and June 20, 1995 (HCAR No. 26312), EEIC was 
authorized, among other things, to provide up to $3 million of capital 
contributions and/or advances or loans (``Investments'') without 
interest or at EEIC's effective cost of capital to TransCapacity L.P., 
through December 

[[Page 2550]]
1997. TransCapacity L.P. will use the Investments for the research, 
development and commercialization of an energy-related computer 
software and hardware system for the collection, compilation and 
distribution of an information database composed of information 
regarding natural gas pipeline capacity and capacity rights.
    EEIC now requests authorization to increase the interest rate 
charged on investments up to the: (1) Prime rate published from time to 
time by the First National Bank of Boston or other similar financial 
institution (``Prime''), plus 6% with respect to any Investments made 
prior to the conversion date; and (2) Prime plus 2%, with respect to 
any Investments made on or after the conversion date.

National Fuel Gas Co., et al. (70-8541)

    National Fuel Gas Company (``NFG''), a registered holding company, 
its wholly owned gas utility subsidiary company, National Fuel Gas 
Distribution Corporation (``Distribution''), and NFG's wholly owned 
nonutility subsidiary companies, National Fuel Gas Supply Corporation 
(``Supply''), Seneca Resources Corporation (``Seneca''), National Fuel 
Resources, Inc. (``Resources''), Utility Constructors, Inc. 
(``Constructors'') (collectively, together with Distribution, 
``Subsidiaries''), and Horizon Energy Development, Inc. (``Horizon''), 
\1\ all located at 10 Lafayette Square, Buffalo, New York 14203, have 
filed a post-effective amendment under sections 6(a), 7, 9(a), 10, 
12(b) and 32 of the Act, and rules 42, 43, 45 and 53 thereunder, to the 
application-declaration previously filed under sections 6(a), 7, 9(a), 
10 and 12(b) of the Act, and rules 42, 43, 45 and 53 thereunder. The 
original notice of the filing of the application-declaration was issued 
by the Commission January 20, 1995 (HCAR No. 26219).

    \1\ By order dated August 29, 1995 (HCAR No. 26364), NFG was 
authorized to acquire and finance Horizon, a wholly owned subsidiary 
created to invest in various project activities, including the 
acquisition of or investment in exempt wholesale generators and 
foreign utility companies.
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    By the initial order in this file, dated April 20, 1995 (HCAR No. 
26276) (``Initial Order''), the Commission authorized NFG to issue and 
sell from time to time through December 31, 1997, in one or more 
transactions, up to an aggregate principal amount of $350 million of 
debt securities in any combination of debentures (``Debentures'') and 
medium-term notes (``MTNs''), not to mature in over forty years.\2\ 
Further, NFG was authorized to lend the proceeds from the issuance of 
Debentures or MTNs to one or more of its Subsidiaries at an all-in cost 
that is equal to the coupon on the debt plus the amortization of the 
underwriters' or agents' fees.

    \2\ The Commission reserved jurisdiction over the issuance and 
sale of $130 million of Debentures and/or MTNs pending completion of 
the record.
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    By a supplemental order in this file dated October 19, 1995 (HCAR 
No. 26393) (``Supplemental Order''), the Commission authorized NFG to 
enter into one or more interest rate swap agreements in notional 
amounts not to exceed, aggregated, $350 million at any one time 
outstanding, plus derivative instruments such as interest rate caps, 
collars and floors tied to the swaps (together with swaps, ``Swaps and 
Derivative Transactions''), with one or more counterparties from time 
to time through December 31, 1997. NFG also was authorized to allocate 
the gains and losses of Swaps and Derivative Transactions to any one or 
more of the Subsidiaries on whose behalf the underlying debt was 
issued.
    NFG now proposes to lend from time to time through December 31, 
1997, up to $100 million to Horizon from the proceeds of the sale of 
Debentures and/or MTNs in exchange for unsecured subsidiary notes. The 
total amount lent by NFG to the Subsidiaries, including Horizon, will 
not exceed the proceeds received by NFG from the issuance of the 
Debentures and/or MTNs. NFG also proposes to include Horizon among the 
Subsidiaries to which NFG may allocate gains and losses from Swaps and 
Derivative Transactions. All other terms and conditions in the 
application-declaration remain unchanged.

Arkansas Power & Light Company (70-8761)

    Arkansas Power & Light Company (``AP&L''), 425 West Capitol Avenue, 
40th Floor, P.O. Box 551, Little Rock, Arkansas 72201, an electric 
public-utility subsidiary company of Entergy Corporation, a registered 
holding company, has filed an application under sections 9(a) and 10 of 
the Act.
    By order dated November 28, 1947 (HCAR No. 7869), the Commission 
authorized the acquisition by AP&L, Oklahoma Gas & Electric Company 
(``OG&E'') and Southwestern Electric Power Company (formerly 
Southwestern Gas and Electric Company) (``SWEPCO''), respectively, of 
170, 170 and 160 shares of common stock of The Arklahoma Corporation 
(``Arklahoma''). Arklahoma was formed jointly by AP&L, OG&E and SWEPCO 
and currently owns certain facilities consisting of a 161 KV 
transmission line extending for 166 miles from Lake Catherine, Arkansas 
to Boudinot Tap, near Tahlequah, Oklahoma, the Lake Catherine 
substation at a terminus of said transmission line and certain property 
incidental thereto.
    Such facilities are jointly leased to AP&L, OG&E and SWEPCO 
pursuant to an Agreement and Indenture, dated as of December 9, 1947, 
as extended by an Extension of Agreement and Indenture, dated September 
6, 1977 (collectively, the ``Lease'') and are jointly operated by AP&L, 
OG&E and SWEPCO pursuant to an Operating Agreement, dated December 9, 
1947 (``Operating Agreement''). In accordance with the terms of the 
Operating Agreement, (a) each party is entitled to use up to but not in 
excess of one-third of the capacity of such facilities without payment 
to the other parties, and (b) all advances, costs and other charges 
incurred under the Lease are borne equally by the parties.
    AP&L now proposes to purchase 68 shares of common stock of 
Arklahoma, from OG&E for an aggregate purchase price of approximately 
$47,328. OG&E has represented to AP&L that, in order to facilitate the 
formation by OG&E of a holding company system exempt from the 
registration requirements of the Act, OG&E desires to reduce its 
percentage ownership of Arklahoma common stock to less than 5% by 
selling 68 shares to AP&L and 78 shares to SWEPCO.
    Upon completion of the aforementioned stock sale transactions, 
AP&L's ownership of Arklahoma common stock would increase from 34% to 
47.6%, SWEPCO's ownership would increase from 32% to 47.6% and OG&E's 
ownership would be reduced from 34% to 4.8%. The sale of the shares 
will not affect the rights and obligations of the parties under the 
Lease and the Operating Agreement. Although each party has an option to 
purchase the facilities and terminate the Lease, AP&L states that it 
has no current intention to do so and knows of no current intention on 
the part of either OG&E or SWEPCO to do so.
    The purchase price for the shares will be based on the book value 
of Arklahoma common stock immediately prior to the proposed sale. It is 
estimated that the book value of Arklahoma common stock immediately 
prior to the sale will be approximately $348,000 (or $696 per share), 
resulting in a purchase price of approximately $47,328 for the 68 
shares to be acquired by AP&L.

[[Page 2551]]


Southwestern Electric Power Company (70-8763)

    Southwestern Electric Power Company (``SWEPCO''), 428 Travis 
Street, Shreveport, Louisiana 71101, an electric public-utility 
subsidiary company of Central and South West Corporation, a registered 
holding company under the Act, has filed an application under sections 
9(a) and 10 of the Act.
    By order dated November 28, 1947 (HCAR No. 7869), the Commission 
authorized the acquisition by SWEPCO, Arkansas Power & Light (``AP&L'') 
and Oaklahoma Gas & Electric Company (``OG&E''), respectively, of 160, 
170 and 170 shares of common stock of The Arklahoma Corporation 
(``Arklahoma''). Arklahoma was formed jointly by AP&L, OG&E and SWEPCO 
and currently owns certain facilities consisting of a 161 KV 
transmission line extending for 166 miles from Lake Catherine, Arkansas 
to Boudinot Tap, near Tahlequah, Oklahoma, the Lake Catherine 
substation at a terminus of said transmission line and certain property 
incidental thereto.
    Such facilities are jointly leased to AP&L, OG&E and SWEPCO 
pursuant to an Agreement and Indenture, dated as of December 9, 1947, 
as extended by an Extension of Agreement and Indenture, dated September 
6, 1977 (collectively, the ``Lease'') and are jointly operated by AP&L, 
OG&E and SWEPCO pursuant to an Operating Agreement, dated December 9, 
1947 (``Operating Agreement''). In accordance with the terms of the 
Operating Agreement, (a) each party is entitled to use up to but not in 
excess of one-third of the capacity of such facilities without payment 
to the other parties, and (b) all advances, costs and other charges 
incurred under the Lease are borne equally by the parties.
    SWEPCO now proposes to purchase 78 shares of common stock of 
Arklahoma, from OG&E for an aggregate purchase price of approximately 
$54,288. OG&E has represented to SWEPCO that, in order to facilitate 
the formation by OG&E of a holding company system exempt from the 
registration requirements of the Act, OG&E desires to reduce its 
percentage ownership of Arklahoma common stock to less than 5% by 
selling 68 shares to AP&L and 78 shares to SWEPCO.
    Upon completion of the aforementioned stock sale transactions, 
AP&L's ownership of Arklahoma common stock would increase from 34% to 
47.6%, SWEPCO's ownership would increase from 32% to 47.6% and OG&E's 
ownership would be reduced from 34% to 4.8%. The sale of the shares 
will not affect the rights and obligations of the parties under the 
Lease and the Operating Agreement. Although each party has an option to 
purchase the facilities and terminate the Lease, SWEPCO states that it 
has no current intention to do so and knows of no current intention on 
the part of either OG&E or AP&L to do so.
    The purchase price for the shares will be based on the book value 
of Arklahoma common stock immediately prior to the proposed sale. It is 
estimated that the book value of Arklahoma common stock immediately 
prior to the sale will be approximately $348,000 (or $696 per share), 
resulting in a purchase price of approximately $54,288 for the 78 
shares to be acquired by SWEPCO.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-1273 Filed 1-25-96; 8:45 am]
BILLING CODE 8010-01-M