Federal Register / Vol. 61, No. 125 / Thursday, June 27, 1996 / Notices 33551

(10) Collection description: The

Railroad Retirement Board (RRB)

administers the Medicare program for

persons covered by the railroad

retirement system. The collection

obtains the information needed by the

MetraHealth Insurance Company, the

RRB’s carrier, to pay claims for services

covered under Part B of the program.

ADDITIONAL INFORMATION OR COMMENTS:

Copies of the form and supporting

documents can be obtained from Chuck

Mierzwa, the agency clearance officer

(312–751–3363). Comments regarding

the information collection should be

addressed to Ronald J. Hodapp, Railroad

Retirement Board, 844 North Rush

Street, Chicago Illinois 60611–2092 and

the OMB reviewer, Laura Oliven (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, DC 20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 96–16447 Filed 6–26–96; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26535]

Filings Under the Public Utility Holding

Company Act of 1935, As Amended

(‘‘Act’’)

June 21, 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

July 15, 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 of 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.

Alabama Power Company, et al. (70–

8461)

Alabama Power Company, 600 North

18th Street, Birmingham, Alabama

35291 (‘‘Alabama’’), Georgia Power

Company, 333 Piedmont Avenue, N.E.,

Atlanta, Georgia 30308 (‘‘Georgia’’), Gulf

Power Company, 500 Bayfront Parkway,

Pensacola, Florida 32501 (‘‘Gulf’’),

Mississippi Power Company, 2992 West

Beach, Gulfport, Mississippi 39501

(‘‘Mississippi’’) and Savannah Electric

and Power Company, 600 East Bay

Street, Savannah, Georgia 31401

(‘‘Savannah’’) (together, ‘‘Operating

Companies’’), electric public utility

subsidiaries of The Southern Company,

a registered holding company, have

filed a post-effective amendment to their

application-declaration under sections

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

rules 45 and 54 thereunder.

By order dated December 15, 1994

(HCAR No. 26187) (‘‘December Order’’)

each Operating Company was

authorized to organize a separate special

purpose subsidiary as: (1) a statutory

business trust; (2) a limited liability

company under the Limited Liability

Company Act; and (3) a limited

partnership under the Revised Uniform

Limited Partnership Act of any state in

which they respectively are organized to

do business or are incorporated, or of

the State of Delaware or other

jurisdiction considered advantageous by

any of the Operating Companies

(‘‘Special Purpose Subsidiaries’’). The

Special Purpose Subsidiaries then could

issue and sell their preferred securities

(‘‘Preferred Securities’’), with a par or

stated value or liquidation preference of

up to $100 per security, at any time or

from time-to-time, in one or more series

through December 31, 1997. The

Preferred Securities would be sold by

the respective Special Purpose

Subsidiaries in the following aggregate

par or stated value or liquidation

preference amounts: (1) up to $175

million in the case of Alabama; (2) up

to $300 million in the case of Georgia;

(3) up to $15 million in the case of Gulf;

(4) up to $15 million in the case of

Mississippi; and (5) up to $10 million in

the case of Savannah.

Further, the December Order

authorized each Operating Company to

acquire all of the common stock

(‘‘Common Securities’’) or all of the

general partnership interests, as the case

may be, of its Special Purpose

Subsidiary for an amount up to 21% of

the total equity capitalization from timeto-time of such Special Purpose

Subsidiary (‘‘Equity Contribution’’).

Each Operating Company may issue and

sell to its Special Purpose Subsidiary, at

any time or from time-to-time in one or

more series, subordinated debentures,

promissory notes or other debt

instruments (‘‘Notes’’) governed by an

indenture or other document, and the

Special Purpose Subsidiary will apply

both the Equity Contribution and the

proceeds from the sale of Preferred

Securities to purchase Notes of such

Operating Company. Alternatively, each

Operating Company may enter into a

loan agreement or agreements with its

Special Purpose Subsidiary under

which it will loan to the Operating

Company (‘‘Loans’’) both the Equity

Contribution and the proceeds from the

sale of the Preferred Securities

evidenced by Notes. Each Operating

Company may also guarantee

(‘‘Guaranties’’) the payment of

dividends or distributions on the

Preferred Securities, payments to the

Preferred Securities holders of amounts

due upon liquidation or redemption of

the Preferred Securities and certain

additional amounts that may be payable

regarding the Preferred Securities.

Each Note will have a term, including

extensions, of up to 50 years. Prior to

maturity, each Operating Company will

pay only interest on its Notes at a rate

equal to the dividend or distribution

rate on the related series of Preferred

Securities. The dividend or distribution

rate may be either fixed or adjustable,

determined on a periodic basis by

auction or remarketing procedures, in

accordance with a formula or formulae

based upon certain reference rates, or by

other predetermined methods. Such

interest payments will constitute each

Special Purpose Subsidiary’s only

income and will be used by it to pay

monthly dividends or distributions on

the Preferred Securities issued by it and

dividends or distributions on the

common stock or the general

partnership interests of such Special

Purpose Subsidiary.

Dividend payments or distributions

on the Preferred Securities will be made

monthly, will be cumulative and must

be made to the extent that funds are

legally available. However, each

Operating Company will have the right

to defer payment of interest on its Notes

for up to five years, provided that, if

dividends or distributions on the

Preferred Securities of any series are not

paid for up to 18 consecutive months,

then the holders of the Preferred

Securities of such series may have the

right to appoint a trustee, special

general partner or other special
33552 Federal Register / Vol. 61, No. 125 / Thursday, June 27, 1996 / Notices

representative to enforce the Special

Purpose Subsidiary’s rights under the

related Note and Guaranty. Each Special

Purpose Subsidiary will have the

parallel right to defer dividend

payments or distributions on the related

series of Preferred Securities for up to

five years. The dividend or distribution

rates, payment dates, redemption and

other similar provisions of each series of

Preferred Securities will be substantially

identical to the interest rates, payment

dates, redemption and other provisions

of the related Note issued by the

Operating Company.

The Notes and related Guaranties of

each Operating Company will be

subordinate to all other existing and

future indebtedness for borrowed

money of such Operating Company and

will have no cross-default provisions

with respect to other indebtedness of

the Operating Company. However, each

Operating Company may not declare

and pay dividends on its outstanding

preferred or common stock unless all

payments due under its Notes and

Guaranties have been made.

It is expected that each Operating

Company’s interest payments on the

Notes issued by it will be deductible for

federal income tax purposes and that its

Special Purpose Subsidiary will be

treated as a partnership for federal

income tax purposes. Consequently,

holders of the Preferred Securities will

be deemed to have received partnership

distributions in respect of their

dividends or distributions from the

respective Special Purpose Subsidiary

and will not be entitled to any

‘‘dividends received deduction’’ under

the Internal Revenue Code.

The Preferred Securities are

optionally redeemable by the Special

Purpose Subsidiary at a price equal to

their par or stated value or liquidation

preference, plus any accrued and

unpaid dividends or distributions, at

any time after a specified date not later

than 10 years from their date of issuance

or upon the occurrence of certain

events. The Preferred Securities of any

series may also be subject to mandatory

redemption upon the occurrence of

certain events. Each Operating Company

also may have the right in certain cases

to exchange the Preferred Securities of

its Special Purpose Subsidiary for the

Notes or other junior subordinated debt

of the Operating Company.

In the event that any Special Purpose

Subsidiary is required to withhold or

deduct certain amounts in connection

with dividend, distribution or other

payments, it may also have the

obligation to ‘‘gross up’’ such payments

so that the holders of the Preferred

Securities will receive the same

payment after such withholding or

deduction as they would have received

if no such withholding or deduction

were required. In such event, the related

Operating Company’s obligations under

its Note and Guaranty may also cover

such ‘‘gross up’’ obligation. In addition,

if any Special Purpose Subsidiary is

required to pay taxes on income derived

from interest payments on the Notes, the

related Operating Company may be

required to pay additional interest equal

to the tax payment. Each Operating

Company, individually, expects to

apply the net proceeds of the Loans to

the repayment of outstanding short-term

debt, for construction purposes, and for

other general corporate purposes,

including the redemption or other

retirement of outstanding senior

securities.

The December Order authorized

Georgia to enter into certain transactions

regarding the issuance and sale of $100

million of Preferred Securities, but the

Commission reserved jurisdiction over

all remaining transactions pending

completion of the record. By subsequent

supplemental order dated January 17,

1996 (HCAR No. 26452), Alabama was

authorized to enter into certain

transactions regarding the issuance and

sale of $97 million of Preferred

Securities, and the Commission again

reserved jurisdiction over all remaining

transactions pending completion of the

record.

The Operating Companies now

propose to increase the aggregate par or

stated value or liquidation preference of

preferred securities that may be issued

by the Special Purpose Subsidiaries of

Alabama, Georgia, Gulf, Mississippi and

Savannah in respective aggregate

amounts of up to $250 million, $500

million, $60 million, $60 million and

$35 million. The Operating Companies

propose also to extend the time in

which the transactions may be effected

through December 31, 2001.

HEC Inc., et al. (70–8831)

HEC Inc. (‘‘HEC’’), 24 Prime Parkway,

Natick, Massachusetts 01760, a

nonutility subsidiary of Northeast

Utilities (‘‘Northeast’’), a registered

holding company, and HEC’s two

nonutility subsidiary companies, HEC

Energy Consulting Canada Inc. (‘‘HEC

Canada’’), 285 Yorkland Boulevard,

Willowdale, Ontario, M2J 1S5, and HEC

International Corporation (‘‘HEC

International’’), 24 Prime Parkway,

Natick, Massachusetts 01760

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

filed an application-declaration under

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

the Act and rules 45, 54, 90 and 91

thereunder. The Applicants propose to

provide additional energy related

services to associate and nonassociate

companies and to enter joint ventures

with utilities located outside New York

and New England.

By order dated July 27, 1990 (HCAR

No. 25114–A) (‘‘1990 Order’’), the

Commission authorized HEC to provide

various energy management services

and demand side management services

(‘‘DSM’’) to customers in New England

and New York (the ‘‘Region’’) and, to a

lesser extent, outside the Region.

By order dated September 30, 1993

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

Commission authorized HEC to expand

its energy management and DSM

services and to provide consulting

services on energy related matters. In

addition the 1993 Order authorized HEC

to design and market intellectual

property, and also provided that, when

HEC sold or licensed intellectual

property that had been developed by a

Northeast system company, the

associate company would receive 70%

of the revenues until it recovered its

development costs, after which the

associate company would receive 20%

of the such revenues.

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 provides

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 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 and foreign

countries (excluding Canada).

By order dated July 19, 1995 (HCAR

No. 26335) (‘‘1995 Order’’), the

Commission authorized HEC and its

direct and indirect subsidiaries to

provide EMS and DSM services to

customers without regard to prior

restrictions limiting revenues

attributable to customers outside the

Region.

The Applicants now wish to expand

the energy management and demand

side management services that they

provide to nonassociates, including

customers of Northeast’s electric utility

operating companies (‘‘Operating

Companies’’), and associate companies

in the Northeast system. Specifically,

they propose to provide the following

new energy related services: (1)

identifying energy and other resource

efficient applications of technologies

(the application of which may improve

and even increase end-use services,
Federal Register / Vol. 61, No. 125 / Thursday, June 27, 1996 / Notices 33553

1 In providing energy brokering services, the

Applicants would function as intermediaries to

bring energy buyers and sellers together. Marketing

energy fuels would involve the contracting, by

Applicants, to acquire energy fuels on behalf of

their customers. Specifically, the Applicants state

they would identify and analyze alternative options

available to meet their customers’ needs, select the

most beneficial options and execute contracts to

purchase energy fuels and resell such fuels to their

customers. In providing such services, the

Applicants state they will not acquire energy

production, transportation or storage facilities.

such as lighting or ventilation, although

overall costs may not be reduced); (2)

designing facility and process

modifications and/or enhancements to

increase energy and resource

efficiencies (which may not only

improve but also increase end-use

services of facilities or processes, such

as lighting or ventilation); (3) designing,

managing or directing construction of,

and/or installing mechanical, water and

electrical systems, energy and other

resource consuming equipment, and

equipment that controls or monitors

energy consumption and related

equipment; (4) implementing

operational and maintenance techniques

and measures related to energy and

other resource consumption; (5)

recommending acquisition of, and/or

brokering cost effective energy,

including electric, gas, oil, propane,

wood chips and refuse-derived fuels

(the Applicants state they will not

recommend acquisitions of, or broker,

electricity for the Operating Companies

and their customers), or marketing of

energy fuels (but not electricity); 1 (6)

provide marketing expertise and related

technical support to Northeast system

companies and nonassociate companies

that want to sell energy related products

and services; (7) constructing, owning,

maintaining, and/or operating energy

consuming systems and related support

equipment and structures, such as

central heating and chilling plants,

compressed air systems, energy

management systems, pumps, motors,

and lighting systems (but not systems

for the generation of electric energy); (8)

designing, constructing and/or

maintaining cogeneration and selfgeneration systems, up to 10 megawatts

in capacity, that will be owned and

operated by associates and

nonassociates; (9) conducting

preliminary development work on

cogeneration and self-generation

projects up to 10 megawatts in capacity;

(10) training related to energy services

the Applicants are authorized to

provide; (11) monitoring, tracking and

reporting of system or program results;

and (12) designing and/or marketing

energy-related proprietary and/or

intellectual property (such as processes,

programs, techniques, or computer

software), and energy management

system monitoring programs and

reports. In the event the Applicants sell

or license intellectual property

developed by an associate company, the

associate company will be paid in

accordance with the terms stated in the

1993 Order.

The Applicants also propose to

expand their consulting and engineering

services provided to associates and

nonassociates to include energy

efficiency and associated technologies,

such as indoor air quality and

environmental compliance. They state

such services include consulting on

development or evaluation of energy

conservation and energy efficiency

measurement protocols and standards,

general technical advice concerning the

use, benefits, planning and

administration of energy management or

energy services programs, and requisites

for permits concerning installation of a

new boiler or waste-heat recovery

system.

Payment for all the Applicants’

proposed services will vary by project

and may include fee-for-service, fixed

price, time and materials, progress

payments, turnkey payment, third-party

financing arrangements, performance

contracts with a savings guarantee or

payment based on the energy or other

resource savings achieved, the output of

equipment (for example, steam, water,

chilled water, air, or heat),

commissions, and other payment

structures. The Applicants state that

services provided to any associate

Northeast system companies will be

provided at cost. They also state that

they will not use other Northeast system

company employees in providing

services to the Operating Companies.

The Applicants also seek authority to

extend, through June 30, 2001, the

authority to form and finance joint

ventures with utilities to serve

customers in areas outside the Region.

Each joint venture will service

customers within a specific region that

would include, but not be limited to, the

service area of the participating utility.

The joint ventures will provide all of the

services that the Applicants currently

are authorized to provide, as well as the

proposed services, if subsequently

authorized. The joint ventures would

enter into agreements with the

Applicants and the participating utility

to obtain administrative, marketing and

engineering services, which would be

provided by the Applicants at cost.

The Applicants propose to acquire

equity interests, notes or other forms of

indebtedness of joint ventures.

Subsequently, the Applicants propose to

make capital contributions, loans or

advances of money, property or other

contributions (including direct

payments of expenses) to the joint

ventures. The rate of interest on loans or

advances from the Applicants will equal

HEC’s cost of money; advances from the

respective utility will not exceed the

utility’s cost of money. The Applicants

state that their investment in any one

joint venture, including the value of all

contributions, will not exceed $1

million, and that their aggregate

investments in all such joint ventures

will not exceed $8 million, absent

further Commission authorization. The

participating utility may invest up to $1

million in a joint venture.

Consolidated Natural Gas Company

(70–8853)

Consolidated Natural Gas Company

(‘‘CNG’’), CNG Tower, 625 Liberty

Avenue, Pittsburgh, Pennsylvania

15222–3199, a registered holding

company, has filed a declaration under

sections 12(b) and 32 of the Act and

rules 45, 53 and 54 thereunder.

CNG’s wholly owned subsidiary, CNG

Power Services Corporation (‘‘Power

Services’’), is an exempt wholesale

generator (‘‘EWG’’) under section 32 of

the Act and is engaged in the purchase

and sale of electricity at wholesale. CNG

proposes to guarantee, through March

31, 2001, obligations incurred by Power

Services under electric power purchase

and sales contracts, for amounts not to

exceed $250 million outstanding at any

time.

Power Services plans to use riskmanagement tools to reduce the electric

price volatility risk to CNG through the

guarantees. Such tools would include

electric futures contracts, options on

electric futures contracts, and swap

agreements. Additionally, CNG would

make no new guarantees of Power

Services’ sales obligations if there are

current defaults by Power Services on

any of its delivery obligations. CNG will

not make any guarantee to the extent

that it would cause CNG’s investment in

EWGs and foreign utility companies (as

defined in the Act) to exceed 50% of

CNG’s consolidated retained earnings.

Cinergy Corp. (70–8867)

Cinergy Corp. (‘‘Cinergy’’), a

registered holding company, located at

139 East Fourth Street, Cincinnati, Ohio

45202, has filed an applicationdeclaration under section 9(c)(3) of the

Act or, in the alternative, sections 9(a)

and 10 of the Act, and rule 54

thereunder.

Cinergy requests authorization to

invest a total of $10 million from time

to time through December 31, 2002 to
33554 Federal Register / Vol. 61, No. 125 / Thursday, June 27, 1996 / Notices

2Applicant expects that the aggregate amount of

capital invested in the NPT Fund by all investors

will not be less than $50 million (in which case

Cinergy will have a 20% limited partnership

interest) nor more than $75 million (in which case

Cinergy will have a 13% limited partnership

interest).

3Portfolio Companies in this category may

develop and commercialize products involving an

enhancement or retrofit of an existing larger

product or system already commercially available,

intended to render that product or system energyefficient and to realize associated energy savings.

On the other hand, Portfolio Companies in this

category may also develop and commercialize

(including by manufacture) products that are not

enhancements or retrofits of an existing larger

product or system, but rather are more

appropriately characterized as stand-alone or

replacement products or systems; in all these

instances, the overriding purpose of the new

product or system would be to compete against

existing generically similar products or systems on

the basis of superior energy-efficiency technology

and the potential for realizing energy savings.

4Strategic and competitive benefits are expected

to result from the fact that Fund investors will have

better access to information about the Portfolio

Companies and their products and exposure to their

technologies before others do.

acquire up to a 20% limited partnership

interest in Nth Power Technologies

Fund I, L.P. (‘‘NPT Fund’’ or

‘‘Partnership’’), a California limited

partnership formed to invest in energy

technology companies.2 Cinergy intends

to use funds borrowed under an existing

credit facility (see Holding Company

Act Release No. 26488, March 12, 1996)

to make the proposed investment.

Cinergy states that the NPT Fund will

invest in companies (‘‘Portfolio

Companies’’), none of which will be

affiliates of Cinergy, engaged in

developing and commercializing

electric and gas energy technologies in

one or more of the following categories:

(1) Electricity Generation and Storage

(including fuel conversion technology,

fuel cells, semiconductor generators and

kinetic, thermal and electrochemical

storage technologies); (2) Electric Power

Quality (including a wide range of

products ranging from substation-level

storage and voltage improvement

products to end-use load protection

devices); (3) Energy-Related

Communications, Control and

Information Technologies (including (a)

a broad range of energy-efficient end-use

products which enable customer choice

while optimizing the use of gas and

electricity, such as integrated residential

automation, energy security and energy

management hardware and software, (b)

products of internal interest to gas and

electric utilities such as artificial

intelligence-based monitoring and

control systems, automated billing, and

sophisticated productivity tools, such as

advanced energy network planning and

optimization software tools that will

improve reliability and lower costs of

operation, (c) sensors and control

algorithms, and (d) electric and gasrelated telecommunications and fiber

optic services, such as remote meter

reading, data gathering and utility

customer services, and related

specialized software); (4) Energy-Saving

End-Use Products 3 (consisting of

energy-saving versions of traditional

products and processes as well as new

products and processes intended to save

energy, such as advanced lighting and

lighting controls, mechanical drives,

drying processes, industrial furnaces,

materials processing technology,

environmental controls, refrigeration,

HVAC, advanced domestic appliances,

and energy storage technologies and

other component parts with respect to

the development and commercialization

of energy efficient electric, hybrid and

natural gas vehicles); and (5)

Transmission and Distribution

(including technologies to minimize

power losses or reduce operational

costs, power switching technologies,

distribution automation,

superconductivity, specialized metering

technology and noise and EMF

abatement and other environmental

concerns). No more than 10% of the

NPT Fund’s committed capital will be

invested in any one Portfolio Company.

Cinergy states that the NPT Fund has

the dual goals of (1) creating

competitive advantages for its investing

partners by identifying and investing in

companies that are in the process of

developing and commercializing energy

technologies 4 and (2) generating

superior investment returns.

Accordingly, Cinergy believes that both

its system utility customers and its

shareholders will benefit from the

proposed investment in the Fund.

The sole general partner of the NPT

Fund will be Nth Power Technologies

Partners, L.P., a California limited

partnership whose sole general partner

in turn is Nth Power Technologies, Inc.,

a California corporation (collectively

‘‘Nth Power’’). Cinergy states that Nth

Power’s management has experience in

energy technology, finance and

development, including, in the case of

the principals, an average of 20 years’

experience in the energy,

telecommunications and related

industries. The remaining limited

partnership interests are expected to be

purchased principally by other utility

companies or similar entities involved

in the energy industry. An initial

closing was scheduled to take place on

or around June 15, 1996, with Cinergy’s

participation contingent upon receipt of

the authorization requested herein.

In accordance with a limited

partnership agreement to be executed

(‘‘Agreement’’), the Partnership’s term

will be limited to 10 years from the later

of the initial closing or the last date

(generally, not to exceed in either case,

one year from the date of initial closing)

on which a limited partner is admitted

to the Partnership or increases its

capital commitment, provided that the

general partner may extend the term for

up to two additional two-year periods

under certain circumstances. Profits and

losses with respect to investment

securities of the Partnership will be

allocated 80% to all limited partners

and 20% to the general partner,

provided that any losses generally will

not reduce the general partner’s capital

account to less than 1% of aggregate

capital accounts. Through the seventh

anniversary of the initial closing date,

the Partnership will pay the general

partner, quarterly in advance (and

potentially subject to adjustment for

changes in the consumer price indexurban consumers), and annual

management fee equal to 2.5% of the

aggregate committed capital; thereafter,

the fee will be determined based on an

annual budget procedure, provided that

the fee shall not be less than 70% of the

initial formula fee.

Under the terms of the Agreement,

and applicable California law, the

general partner will have the sole and

exclusive right to manage, control and

conduct the affairs of the Partnership,

subject to limited approval rights of the

limited partners. Specifically, under the

Agreement, the approval of the limited

partners is required only in the

following circumstances:

(a) The vote of a majority of the limited

partners is required (i) if capital

commitments will exceed $75 million, (ii) for

capital drawdowns that occur after the first

anniversary of the later of the initial closing

date or the last date on which a limited

partner is admitted or increases its

commitment, (iii) to approve the general

partner’s management fee if the term of the

partnership is extended beyond 10 years, (iv)

to extend the term of the partnership for up

to two additional two-year periods, (v) to

elect a successor tax matters partner, and (vi)

to terminate the Partnership if the principals

fail to devote substantially all of their

business time to the Partnership and other

specified entities.

(b) The vote of two-thirds in interest of the

limited partners is required (i) to admit an

additional general partner, (ii) to admit

additional limited partners after the first

anniversary of the initial closing date, (iii) for

the distribution of non-marketable securities,

(iv) for the Partnership to borrow, and (v) for

the Partnership to exercise its right of first

refusal upon certain proposed transfers by

limited partners.
Federal Register / Vol. 61, No. 125 / Thursday, June 27, 1996 / Notices 33555

5Cinergy notes that, since its capital commitment

to and corresponding limited partnership interest in

the Fund will be relatively small and actions of the

Fund’s limited partners will require the assent of

at least a majority (and often a supermajority) in

interest thereof, Cinergy will have no practical

ability—assuming it were so disposed—unilaterally

to direct or control the action of the Fund’s limited

partners with respect to the few matters over which

the limited partners exercise voting rights.

6The Independence Steam Electric Generating

Station is a two-unit, coal-fired electric generating

facility (‘‘Independence Station’’) located near

Newark, Arkansas.

(c) The vote of 75% in interest of the

limited partners is required to terminate the

Partnership in certain events.

(d) The vote of all limited partners is

required to extend the term of the

Partnership (except as described in (a)(iv)

above).

In addition, under California law, the

limited partners have the right to vote

on certain matters relating to the merger

of the Partnership with one or more

other entities.5 Cinergy states that such

limited voting rights are customary for

limited partners in a venture capital

fund and, in the aggregate, are less than

those potentially available to limited

partners consistent with applicable

California law. In addition, Cinergy

states that it will not consent to serve on

the Fund Committee and, therefore, will

have fewer voting rights than those of

the other limited partners, who will be

eligible to serve on that committee and

potentially to vote on the matters within

the Committee’s purview.

Entergy Corporation, et al. (70–8871)

Entergy Corporation (‘‘Entergy’’), 639

Loyola Avenue, New Orleans, Louisiana

70113, a registered holding company,

and its wholly owned subsidiary

company, Entergy Power Inc. (‘‘EPI’’),

900 South Shackleford Road, Little

Rock, Arkansas 72211 (collectively,

‘‘Declarants’’), have filed a declaration

under sections 12(c) and 12(d) of the

Act and rules 44, 46 and 54 thereunder.

By order dated August 27, 1990

(HCAR No. 25136), EPI was formed to

supply electricity at wholesale to

nonassociate companies and to acquire

ownership interests in Unit No. 2 of the

Independence Steam Electric Generating

Station (‘‘ISES 2’’) 6 and related assets,

as well as other utility assets. EPI

currently owns a 31.5% unified

ownership interest in ISES 2, a 15.75%

undivided ownership interest in certain

land and common facilities at the

Independence Station, and a 15.75%

undivided ownership interest in the

Certificate of Environmental

Compatibility and Public Need

(‘‘Certificate’’) for the Independence

Station. EPI also owned a 15.75%

undivided ownership interest in certain

leases, mine facilities and mine

equipment located in Wyoming

(‘‘Wyoming Property’’) used to supply

coal to the Independence Station.

EPI now proposes to sell, prior to

December 31, 1997, a portion of its

interest in ISES 2 and related property

to City Water & Light Plant of Jonesboro

(‘‘City Water & Light’’) for an

approximate purchase price of $37.8

million, representing an approximation

of the depreciated book value of the

assets at the time of sale. Specifically,

City Water & Light will acquire from EPI

(1) a 10% undivided ownership interest

in ISES 2 (equivalent to 84 megawatt of

capacity); (2) a 5% undivided

ownership interest in the Certificate; (3)

a 5% undivided ownership interest in

the land and common facilities at the

Independence Station; and (4) a 5%

undivided ownership interest in the

Wyoming Property.

EPI intends to apply the proceeds

from the sale to its general corporate

purposes, including to reduce its

operating and maintenance expenses

and to meet other working capital

needs. EPI further proposes, from time

to time through December 31, 1998, to

pay dividends to Energy out of the

unused proceeds from such sale.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–16452 Filed 6–26–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22035; 812–10098]

Trend Capital Management, Inc.;

Notice of Application

June 21, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Permanent Exemption under the

Investment Company Act of 1940 (the

‘‘Act’’).

APPLICANT: Trend Capital Management,

Inc. (‘‘Trend’’).

RELEVANT ACT SECTIONS: Order requested

under section 9(c) of the Act granting an

exemption from section 9(a) of the Act.

SUMMARY: Trend Capital requests an

order from the prohibitions of section

9(a) to the extent necessary to relieve

Trend of any ineligibility resulting from

Trend’s employment of an individual

who is subject to a securities-related

injunction.

FILING DATES: The application was filed

on April 23, 1996 and amended on May

30, 1996. Applicant has agreed to file an

amendment during the notice period,

the substance of which is included in

this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested person may request a hearing

by writing to the SEC’s Secretary and

serving applicant with a copy of the

request, personally or by mail. Hearing

requests should be received by the SEC

by 5:30 p.m. on July 16, 1996 and

should be accompanied by proof of

service on applicant, in the form of an

affidavit or, for lawyers, a certificate of

service. Hearing requests should state

the nature of the writers’ interest, the

reason for the request, and the issues

contested. Persons who wish to be

notified of a hearing may request

notification by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street N.W., Washington, D.C. 20549.

Applicant, 950 Interchange Tower, 600

South Highway 169, Minneapolis,

Minnesota 55426.

FOR FURTHER INFORMATION CONTACT:

Marianne H. Khawly, Staff Attorney, at

(202) 942–0562, or Alison E. Baur,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Trend is a registered investment

adviser under the Investment Advisers

Act of 1940 and has one office in

Minneapolis, Minnesota. Since 1992,

Trend has served as an investment

adviser to more than 17 institutional

and individual clients. Trend does not

have a parent company and does not

own directly or indirectly any

subsidiary companies.

2. Since 1992, Trend has employed

Bryce Kommerstad (‘‘Kommerstad’’) as

Director of Marketing and Sales.

Kommerstad is responsible for general

sales and marketing, long-term client

development, and the servicing of

existing customer accounts.

Kommerstad does not develop or

manage Trend’s investment advisory

services nor does he participate in

decisions relating to the composition of

Trend’s model portfolios or the

allocation of client assets among the

various portfolios.

3. On July 18, 1988, Kommerstad was

enjoined by the U.S. District Court for

the District of Minnesota in an action

commenced by the SEC (SEC Litigation