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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26283]

Filings Under the Public Utility Holding Company Act of 1935, as

Amended (``Act'')

April 28, 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 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 22, 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, 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.

Arkansas Power & Light Company, et al. (70-8001)

Arkansas Power & Light Company (``AP&L''), 425 West Capitol, 40th

Floor, Little Rock, Arkansas 72201, Louisiana Power & Light Company

(``LP&L''), 639 Loyola Avenue, New Orleans, Louisiana 70113,

Mississippi Power & Light Company (``MP&L''), 308 East Pearl Street,

Jackson, Mississippi 39201 and New Orleans Public Service Inc.

(``NOPSI''), 639 Loyola Avenue, New Orleans, Louisiana 70113, each an

electric public-utility subsidiary of Entergy Corporation, a registered

holding company, and System Fuels, Inc. (``SFI''), 639 Loyola Avenue,

New Orleans, Louisiana 70113, a fuel supply company jointly owned by

AP&L, LP&L, MP&L and NOPSI (all companies collectively,

``Applicants''), have filed a post-effective amendment under sections

9(a) and 10 of the Act and rule 54 thereunder to their application

previously filed under sections 9(a) and 10 of the Act.

By orders dated November 1, 1979, August 25, 1980, June 15, 1982

and May 15, 1984 (HCAR Nos. 21277, 21689, 22556 and 23309), the

Commission authorized SFI to acquire by leveraged lease (``Lease'')

600, 750, 580 and 320 steel railroad cars,\1\ respectively, for the

transportation of coal from Wyoming to the White Bluff Steam Electric

Station located near Redfield, Arkansas (``White Bluff'') and the

Independence Steam Electric Station located near Newark, Arkansas

(``ISES''). Pursuant to the Lease transactions, the obligations of SFI

were supported by SFI's parent companies (AP&L, LP&L, MP&L and NOPSI,

collectively ``Parents'') by means of ``keep-well'' arrangements. Under

these keep-well arrangements, the Parents agreed, severally and to the

extent of their percentage ownership of SFI, to keep SFI in sound

financial condition and to place SFI in a position, and cause SFI, to

perform and discharge all its obligations under the relevant Lease

transaction agreements.

\1\AP&L states that, during the past 14 years, 25 of the

original steel railcars were destroyed in derailments leaving 2,225

railcars currently in service.

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By orders dated July 7, 1992 and September 3, 1992 (HCAR Nos. 25576

and 25618) (collectively, ``1992 Orders''), AP&L was authorized to

assume SFI's rights and obligations as lessee under the Leases. Such

assumption released and discharged SFI from its obligations under the

Leases, and the Parents were released and discharged from their keep-

well obligations. In addition, the 1992 Orders authorized AP&L to

sublease the steel railroad cars to nonaffiliate companies. The 1992

Orders included two restrictions on such subleasing: (i) No sublease

could be longer than the lesser of one year or the period during which

the steel railcars were not needed for the transportation of coal to

White Bluff and ISES; and (ii) no more than 50% of the steel railroad

cars leased by AP&L could be subleased at any one time (``50%

Restriction''). [[Page 22089]]

AP&L now proposes to replace its existing steel railcar fleet with

aluminum railcars. Consequently, AP&L seeks Commission authority to:

(i) Sublease all of its existing steel railcars for up to the remainder

of their respective lease terms; and (ii) sublease new aluminum

railcars during periods when they are not needed to service the coal

transportation requirements of White Bluff and ISES.

AP&L states that the above request for authority would be limited

by the following conditions: (i) Each subleasing transaction shall be

reported by a quarterly rule 24 certificate; and (ii) any revenue

realized from the sublease of the steel railcars shall be credited

against AP&L's costs as lessee of the steel railcars. AP&L's proposal

expressly rejects the 50% Restriction, as imposed by the 1992 Orders.

AP&L further states that the benefit from such lower costs of

leasing the steel railcars shall accrue to the owners of White Bluff

and ISES on a pass-through basis. Such revenues shall be reflected

accordingly in AP&L's ratemaking provisions, except to the extent the

regulatory authority having jurisdiction over the matters authorizes a

different treatment. Such revenues will be credited to ``Fuel Stock''

(Account No. 151 under the Federal Energy Regulatory Commission's

Uniform System of Accounts). In the event AP&L changes its method of

accounting for subleasing it will provide 30 days advance notice of the

proposed change to the Commission.

General Public Utilities Corporation (70-8593)

General Public Utilities Corporation (``GPU''), 100 Interpace

Parkway, Parsippany, New Jersey 07054, a registered holding company,

has filed an application-declaration under sections 6(a), 7, 9(a), 10

and 12(b) of the Act and rules 45 and 53 thereunder.

GPU proposes to acquire and hold the interests or securities of one

or more foreign utility companies (``FUCOs'') and exempt wholesale

generators (``EWGs'') (each, an ``Exempt Entity''), as defined in

sections 32 and 33 of the Act. To facilitate the acquisition and

ownership of interests in Exempt Entities, GPU proposes to acquire the

securities of subsidiary companies which are not themselves Exempt

Entities (each, a ``Subsidiary Company''). Each Subsidiary Company will

be engaged, directly or indirectly, and exclusively, in the business of

owning and holding the interests and securities of one or more Exempt

Entities and in project development activities relating to the

acquisition of such interests and securities and the underlying

projects.

Accordingly, GPU proposes to acquire Subsidiary Company securities

which may take the form of capital stock or shares, trust certificates,

partnership interests or other equity or participation interests. Any

investment in the capital stock or other equity securities of a

Subsidiary Company having a stated or par value will be in an amount

equal to or greater than such stated or par value.

If GPU determines that a Subsidiary Company whose securities it has

acquired no longer has a purpose (whether due to termination of a

proposed project acquisition, loss of a bid, change of law, or

otherwise), it shall (to the extent that it is able to do so),

liquidate or dissolve such Subsidiary Company within 45 days after such

determination, unless GPU determines that such Subsidiary Company may

be used in conjunction with a proposal or plan to acquire an interest

in a different Exempt Entity.

GPU further proposes to make investments in such Subsidiary

Companies from time to time through December 31, 1997 in an aggregate

amount of up to $200 million. Investments may take the form of cash

capital contributions or open account advances; loans evidenced by

promissory notes; guarantees by GPU of the principal of, or interest

on, any promissory notes or other evidences of indebtedness or

obligations of any Subsidiary Company, or of GPU's undertaking to

contribute equity to a Subsidiary Company; assumption of liabilities of

a Subsidiary Company; and reimbursement agreements with banks entered

into to support letters of credit delivered as security for GPU's

equity contribution obligation to a Subsidiary Company or otherwise in

connection with a Subsidiary Company's project development activities.

In addition to the above-described investments in Subsidiary

Companies, GPU requests authority to make investments in Exempt

Entities from time to time through December 31, 1997. Such investments

could take the form of (i) guarantees of the indebtedness or other

obligations of one or more Exempt Entities; (ii) assumption of

liabilities of one or more Exempt Entities; and (iii) guarantees and

letter of credit reimbursement agreements in support of equity

contribution obligations or otherwise in connection with project

development activities for one or more Exempt Entities. The aggregate

amount of such guarantees, assumptions and reimbursement agreements

entered into with respect to Exempt Entities, together with the amount

invested in Subsidiary Companies, would not exceed $200 million in the

aggregate outstanding at any one time.

Any open account advance made by GPU will be non-interest bearing

and repayable within one year of the date of the advance. Any

promissory note issued by a Subsidiary Company to GPU, and any

promissory note or similar evidence of indebtedness issued by a

Subsidiary Company or an Exempt Entity to a person other than GPU with

respect to which GPU may issue a guarantee, would mature not later than

30 years after the date of issuance thereof, and would bear interest at

a rate (a) not greater than the prime rate at a bank to be designated

by GPU in the case of any promissory note issued to GPU, and (b) in the

case of any note or similar evidence of indebtedness issued to a person

other than GPU and guaranteed by GPU, not in excess of the rates

proposed below for borrowings by Subsidiary Companies. Any promissory

note issued to GPU by any Subsidiary Company may, at GPU's option, be

converted to a capital contribution to such Subsidiary Company through

GPU's forgiveness of the indebtedness evidenced thereby.

Any reimbursement agreement supporting a letter of credit would

have a term not in excess of 30 years. Drawings under any such letter

of credit would bear interest at not more than 5% above the prime rate

of the letter of credit bank as in effect from time to time, and letter

of credit fees would not exceed 1% annually of the face amount of the

letter of credit.

GPU also requests authorization for each Subsidiary Company to

issue equity and debt securities to persons other than GPU (and with

respect to which there is no recourse to GPU except to the extent GPU

may guarantee payment of such securities pursuant to the authorization

herein requested), including banks, insurance companies and other

financial institutions, exclusively for the purpose of financing or

refinancing investments in and project development activities for

Exempt Entities. Such securities may be issued in one or more

transactions from time to time through the earlier to occur of (i)

December 31, 1997, and (ii) the effective date of any rule or

regulation under the Act exempting such transactions from prior

Commission authorization. No equity security having a stated or par

value would be issued or sold by a Subsidiary Company for a

consideration that is less than such stated or par value.

The aggregate principal amount of such debt securities issued by

[[Page 22090]] Subsidiary Companies to persons other than GPU will not

exceed $500 million at any one time outstanding. In any case in which

GPU directly or indirectly owns less than 100% of the equity interests

of a Subsidiary Company, only that portion of the indebtedness of such

Subsidiary Company equal to GPU's equity ownership percentage shall be

included for purposes of the foregoing limitation.

Debt securities issued or sold by any Subsidiary Company will

mature not later than 30 years from the date of issuance thereof, and

will bear interest at a rate not in excess of the greater of (A) if

such note, bond or other indebtedness is U.S. dollar denominated, the

greater of (i) 250 basis points above the greater of (a) the lending

bank's or other recognized prime rate and (b) 50 basis points above the

federal funds rate, (ii) 400 basis points above the specified London

Interbank Offered Rate plus any applicable reserve requirement, or

(iii) a negotiated fixed rate which, in any event, would not exceed 500

basis points above the 30 years ``current coupon'' treasury bond rate;

and (B) if such note, bond or other indebtedness is denominated in the

currency of a country other than the United States , at a fixed or

floating rate which, when adjusted (i.e., reduced) for the prevailing

rate of inflation in such country, as reported in official indices

published by such country, would be equivalent to a rate on a U.S.

dollar denominated borrowing of identical average life that does not

exceed 10% over the highest rate set forth in clause (A) above.

In connection with the issuance of any securities by any Subsidiary

Company, it is anticipated that such Subsidiary Company may grant a

security interest in its assets. Such security interest may take the

form of a pledge of the shares or other equity securities of an Exempt

Entity that it owns, including a security interest in any distributions

from any such Exempt Entity, and/or a collateral assignment of its

rights under and interests in other property, including rights under

contracts.

It is also anticipated that fees in the form of placement or

commitment fees, or other similar fees, would be paid to lenders,

placement agents, or others in connection with the issuance of any such

securities. GPU proposes that any Subsidiary Company may agree in any

case to pay placement or commitment fees, and other similar fees, in

connection with such issuance, provided that the aggregate amount of

any such fees (i) payable at or about the time of the issuance of the

securities would not exceed 4% of the stated or principal amount

thereof and (ii) payable thereafter would not cause the effective

annual interest charge on such securities to exceed 115% of the stated

interest rate thereon.

GPU states that it would obtain the funds for any direct or

indirect investment in any Subsidiary Company or Exempt Entity from

available cash or as the Commission may otherwise authorize by separate

order.

West Penn Power Company, et al. (70-8613)

Monongahela Power Company (``Monongahela''), 1310 Fairmont Avenue,

Fairmont, West Virginia 26554, The Potomac Edison Company (``Potomac

Edison''), 10435 Downsville Pike, Hagerstown, Maryland 21740, and West

Penn Power Company (``West Penn''), 800 Cabin Hill Drive, Greensburg,

Pennsylvania 15601, public-utility subsidiary companies of Allegheny

Power System, Inc., a registered holding company, have filed a

declaration under sections 6(a), 7 and 12(c) of the Act and rule 42

thereunder.

Monongahela, Potomac Edison and West Penn proposes to issue and

sell, at any time or from time to time through December 31, 1998, in

one or more series, up to $95,000,000, $61,834,900, and $110,000,000

principal amount, respectively (an aggregate of $266,834,900 principal

amount for all three companies) of junior subordinated debentures (the

``Debt Securities''). The Debt Securities will be issued under an

indenture or indentures to be entered into with a trustee or trustees

to be named.

The Debt Securities will be unsecured obligations of the issuer

thereof, will be subordinate to all other indebtedness for borrowed

money of such issuer, and may contain cross-default provisions with

respect to other indebtedness of the issuer. Each such series will have

a term of no more than fifty years and will bear interest, payable at

periodic intervals, at a fixed or an adjustable rate. Any adjustable

rate will be determined on a periodic basis as a percentage of or

spread from a predetermined benchmark security, by auction or

remarketing procedures, in accordance with a formula based on reference

rates, or by other predetermined methods. The issuer of any series of

Debt Securities may have the right to defer payment of interest for up

to five years, provided that at the end of any deferral period the

issuer would be required to pay all accrued and unpaid interest, with

interest thereon at the rate borne by such Debt Securities, and during

any deferral period the issuer may not be permitted to declare or pay

dividends on or to acquire any of its capital stock. Debt Securities of

any series may be redeemable at the option of the issuer, at any time

after a specified date not later than twenty years from the date of

issuance, at a price equal to the principal amount thereof plus accrued

and unpaid interest, plus a premium (if any).

The Debt Securities will be sold at such time, at such interest

rates, and for such prices as shall be approved by the issuer,

depending on market conditions. The proceeds of the sale of Debt

Securities will be applied to the redemption, tender offer or other

retirement of outstanding preferred stock. Monongahela, Potomac Edison

and West Penn state that the Debt Securities will provide substantial

benefits over traditional perpetual preferred stock (including

increased cash flow and net income and a lower net interest cost due to

the tax deductibility of interest payments), while receiving

substantially similar treatment for rating agency and other credit

analysis purposes.

Appalachian Power Company, et al. (70-8615)

Appalachian Power Company (``Appalachian''), an electric utility

subsidiary of American Electric Power Company, Inc., a registered

holding company, and its subsidiary, Southern Appalachian Coal Company

(SACCo'') (collectively, the ``Sellers''), both located at 40 Franklin

Road, Roanoke, Virginia 24022, have filed an application-declaration

under Sections 9(a), 10 and 12(b) of the Act and Rule 45 thereunder.

By Commission order dated June 6, 1984 (HCAR No. 23322), the

Commission approved the sale of a significant portion of Appalachian's

and its subsidiary's coal mining assets. The Sellers have now entered

into an Agreement of Purchase and Sale, dated March 22, 1995

(``Agreement''), with Whites Creek Limited Liability Company

(``Buyer''), a West Virginia limited liability company, with respect to

most of its remaining West Virginia mining assets. Appalachian owns

certain real property interests, including coal lands and docking

facilities, located in Boone and Kanawha Counties, West Virginia. SACCo

owns the Bull Creek Preparation Plant and equipment consisting of

certain raw coal and clean coal handling and preparation plant facility

together with fixed assets and improvements and other coal mining

equipment. SACCo is the permittee under various reclamation,

[[Page 22091]] pollutant discharge, pollution control and facilities

permits applicable to coal mining, preparation and transportation.

Pursuant to the Agreement, the Buyer will acquire the real property

interests, the coal preparation facility, the equipment and the permits

(``Assets'') from the Sellers. The Sellers shall assign and delegate to

the Buyer all rights and obligations under various oil and gas leases,

farming leases, timber leases, residential leases, licenses,

franchises, contracts, concessions and recorded and unrecorded

occupancy agreements applicable to or for the use or occupancy of the

real estate to be sold. The total purchase price under the Agreement

for the Assets is $6.05 million, of which $1.25 million shall be paid

at closing to be held no later than June 30, 1995. The Buyer will

deliver a promissory note, secured by a letter of credit, in the amount

of $4.8 million, bearing interest at the rate of a 8.004213 percent per

annum, payable in 40 equal quarterly installments of principal and

interest of $175,500, beginning on September 30, 1995 and ending on

June 30, 2005.

Under the Agreement, the Sellers have agreed to indemnify the Buyer

against certain liabilities and contingencies that may be asserted by

employees or former employees of SACCo against the Buyer or by federal,

state or local agencies as a result of noncompliance with laws relating

to mining operations.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95-11040 Filed 5-3-95; 8:45 am]

BILLING CODE 8010-01-M