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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27115]

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

Amended (``Act'')

December 16, 1999.

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 under the Act. 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 is/are available for public

inspection through the Commission's Branch 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 January 10, 2000, to the Secretary, Securities and Exchange

Commission, Washington, DC 20549-0609, 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

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the request. Any request for hearing should identify specifically the

issues of facts 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 January 10, 2000, the

application(s) and/or declaration(s), as filed or as amended, may be

granted and/or permitted to become effective.

Entergy Corporation, et al. (70-7561)

Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans,

Louisiana 70113, a registered holding company, its public utility

generating subsidiary, System Energy Resources, Inc. (``SERI''), 1340

Echelon Parkway, Jackson, Mississippi 39213, and Entergy's other public

utility operating subsidiaries, Entergy Arkansas, Inc. (``Arkansas''),

425 West Capitol Avenue, Little Rock, Arkansas 72201, Entergy

Mississippi, Inc. (``Mississippi''), 308 East Pearl Street, Jackson,

Mississippi 39201, Entergy Louisiana, Inc. (``Louisiana''), 639 Loyola

Avenue, New Orleans, Louisiana 70113, and Entergy New Orleans, Inc.

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

have filed a post-effective amendment under sections 6(a) and 7 of the

Act and rule 54 to a declaration previously filed under the Act.

By order dated December 23, 1988 (HCAR No. 24791), SERI was

authorized to enter into two arrangements, expiring on July 15, 2015

(``Lease Term''), for the sale and leaseback of undivided portions of

its interest in Unit No. 1 of the Grand Gulf Steam Electric Generating

Station. In connection with the equity funding portion of the

arrangements, SERI also was authorized to enter into reimbursement

agreements in connection with obtaining letters of credit in amounts of

up to $130 million in support of its lease payment obligations.\1\ By

subsequent order dated November 6, 1996 (HCAR No. 26601) (``Order''),

SERI was authorized to pay fronting and annual fees (``Fees'') to banks

for these letters of credit, up to an aggregate of 1.4375% per annum on

the aggregate amount of letters of credit outstanding.

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\1\ To secure its obligations under the reimbursement agreement,

including the payment of fees, SERI was required to assign, for the

benefit of the letter of credit bank, the administrating bank and

the participating banks, its right under: (1) the Availability

Agreement, dated as of June 21, 1974, as amended, among SERI,

Arkansas, Mississippi, Louisiana and New Orleans; and (2) the

Capital Funds Agreement, dated as of June 21, 1974, as amended,

between SERI and Entergy.

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SERI now requests authority to increase the Fees that it may pay in

connection with obtaining replacement letters of credit. Specifically,

it proposes to pay Fees during the Lease Term not exceeding an

aggregate of 3.75% per annum on the aggregate amount of letters of

credit outstanding.

Wisconsin Energy Corporation (70-9571)

Wisconsin Energy Corporation (``WEC''), 231 West Michigan Street,

P.O. Box 2949, Milwaukee, WI 53201, an exempt holding company under

section 3(a)(1) of the Act, has filed a declaration under sections

9(a)(2) and 10 of the Act.

WEC proposes to acquire, by means of a merger (``Transaction''),

all of the issued and outstanding common stock of WICOR, Inc.

(``WICOR''), a Wisconsin corporation and an exempt holding company

under section 3(a)(1) of the Act, pursuant to an Agreement and Plan of

Merger dated as of June 27, 1999, and as amended on September 9, 1999

(``Merger Agreement''). WEC proposes to cause the formation of a

wholly-owned subsidiary (``CEW Acquisition'') solely for the purposes

of facilitating the merger between WEC and WICOR.

As a result of the Transaction, WICOR will become a wholly-owned

subsidiary of WEC, and WICOR's subsidiaries will be indirect

subsidiaries of WEC. The means of accomplishing such a result will

depend on whether the entire merger consideration is paid in cash or in

a combination of cash and WEC stock. If the former, CEW Acquisition

will be merged with and into WICOR, with WICOR surviving as a wholly-

owned subsidiary of WEC. If the latter, WICOR will be merged with and

into CEW Acquisition, with CEW Acquisition remaining a wholly-owned

subsidiary of WEC. The name of CEW Acquisition then would be changed to

WICOR. WEC requests that after the Transaction, WEC, and each of its

subsidiary companies, will be exempt from all provisions of the Act,

other than section 9(a)(2), under section 3(a)(1) of the Act.

Under the Merger Agreement, the consideration to the received for

each outstanding share of WICOR common stock, par value $1.00 per share

(``WICOR Common Stock'') will be $31.50 per share of WICOR Common

Stock, provided the Transaction occurs on or before July 1, 2000. In

the event the Transaction occurs after July 1, 2000, the consideration

will be increased by an amount equivalent to daily simple interest on

$31.50 at the rate of six percent per annum for each day after July 1,

2000, through the closing date (``Exchange Value''). The consideration

will be paid in the form of cash, common stock of WEC, par value $0.01

per share (``WEC Common Stock''), or a combination of cash and WEC

Common Stock. Prior to the closing date, WEC will select the percentage

of the consideration to be paid in WEC Common Stock, which may be not

less than 40% nor more than 60% the balance of the consideration will

be paid in cash. The exchange ratio for each share of WICOR Common

Stock converted into WEC Common Stock will be determined by dividing

the Exchange Value by the average of the closing prices of the WEC

Common Stock on the New York Stock Exchange for the 10 trading days

ending with the fifth trading day prior to the closing date (``Average

WEC Price''). Each WICOR shareholder may elect to receive cash, WEC

Common Stock or a combination thereof, subject to proration if the cash

or stock elections exceed the maximum amounts permitted. Cash will be

paid in lieu of any fractional shares of WEC Common Stock, which

holders of WICOR Common Stock otherwise would receive. If the Average

WEC Price is less than $22.00 per share, WEC may elect to pay the

entire Merger Consideration in cash.\2\

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\2\ The Transaction is expected to be accounted for a purchase

of WICOR by WEC in accordance with generally accepted accounting

principles.

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WEC is an exempt public utility holding company by order of the

Commission dated May 21, 1998 (HCAR No. 26877). WEC owns all of the

common stock of two public utility companies: Wisconsin Electric Power

Company (``WEPCOR''), a combination electric and gas utility company

and Edison Sault Electric Company (``Edison Sault''), an electric

utility company.

WEPCO is authorized to provide retail electric in designated

territories in Wisconsin, and in certain territories in Michigan. WEPCO

also sells wholesale electric power. WEPCO generates, transmits,

distributes, and sells electric energy in a territory of 12,000 square

miles in southeastern, east central and northern Wisconsin and in the

Upper Peninsula of Michigan. WEPCO also purchases, distributes, and

sells natural gas to retail customers and transports customer-owned gas

in four distinct service areas of about 3,800 square miles in

Wisconsin.\3\

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\3\ At December 31, 1998, WEPCO had total assets of $4.8 billion

and approximately 989,000 electric customers and 1,200,000 gas

customers. During 1998, WEPCO had electric operating revenues of

$1.64 billion and gas operating revenues of $296 million. WEPCO had

total operating revenues of $1.96 billion, and net income of $183

million after dividends on preferred stock.

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Edison Sault is authorized to provide retail electric service in

certain territories in Michigan. Edison Sault generates, transmits,

distributes, and sells electric energy in a territory of

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approximately 2,000 square miles in the eastern Upper Peninsula of

Michigan. Edison Sault also provide whole sale electric service under

contract with one rural cooperative.\4\

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\4\ At December 31, 1998, Edison Sault had total assets of $70.1

million and approximately 21,000 electric customers. During 1998,

Edison Sault had electric operating revenues of $22 million and net

income of $2 million.

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At December 31, 1998, WEC had 5,404 employees, of which 5,333 were

utility employees. On a consolidated basis at the end of 1998, WEC had

total assets of $5.4 billion, total operating revenues of $2.0 billion

and net income of $188 million. At September 30, 1999, there were

117,681,613 shares of WEC Common Stock outstanding.

WICOR owns one public utility subsidiary, Wisconsin Gas Company

(``Wisconsin Gas'') that distributes gas to residential, commercial and

industrial customers throughout Wisconsin.\5\

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\5\ At December 31, 1998, Wisconsin Gas had total assets of $651

million and approximately 529,000 electric customers. During 1998,

Wisconsin Gas had total operating revenues of $429 million, and net

income of $23 million.

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On a consolidated basis at the end of 1998, WICOR had total assets

of $1 billion, total operating revenues of $944 million and net income

of $45 million. At September 30, 1999, there were 37,619,133 shares of

WICOR Common Stock outstanding.

Conectiv, et al. (70-9573)

Conectiv, a registered holding company, and its nonutility

subsidiaries, Conectiv Solutions LLC (``Solutions''), ATE Investment,

Inc. (``ATE'') and King Street Assurance Ltd. (``KSA''), all located at

800 King Street, Wilmington Delaware 19899, have filed an application-

declaration under sections 9(a), 10 and 12(b) of the Act and rules 45

and 54.

By order dated February 25, 1998 (HCAR No. 26832) (``Merger

Order''), the Commission authorized Conectiv to organize itself as a

registered holding company and retain certain nonutility subsidiaries,

including Solutions. Solutions were authorized to provide, directly and

indirectly, a variety of energy-related goods and to furnish service

line repairs, extended warranties and other services, including risk

management services. Subsequently, KSA was organized as an indirect

subsidiary of Solutions to provide risk management services for

Solutions.

Solution now plans to expand the products offered to customers

beyond the current offering of heating, ventilating and air

conditioning (``HVAC'') warranties and to offer a selection of

additional insurance products to customers, including surge protection

and ``whole house'' appliance protection. KSA now requests

authorization for KSA to reinsure a portion of the exposure under all

of these programs. KSA also proposed to provide reinsurance covering

the Convectiv system's transmission and distribution lines and for

general liability, workers' compensation and other system risks.

GPU, Inc. (70-9565)

GPU, Inc. (``GPU''), 300 Madison Avenue, Morristown, New Jersey

07960, 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 54 under the Act.

GPU proposes to organize a new, wholly owned subsidiary company,

(``Newco''), as a Delaware corporation whose initial purpose will be to

acquire from time to time limited partner interests in EnerTech Capital

Partners II, L.P., a Delaware limited partnership formed under an

Agreement of Limited Partnership (``Partnership Agreement''), and any

successor or affiliated limited partnership having substantially

similar investment objectives and terms (EnerTech Capital Partners, II

L.P., and all successor or affiliated limited partnerships are

collectively referred to as the ``EnerTech Partnership''). The

aggregate amount of investments in the EnerTech Partnership will not

exceed $5 million.

The targeted size of the EnerTech Partnership's investment pool is

$100 million, with a minimum commitment of $30 million necessary for an

initial closing. Additional commitments may be added until the

investment pool reaches a maximum not to exceed $150 million, unless

otherwise approved by a majority in interest of the Limited Partners.

The interests to be acquired by Newco will in the aggregate represent

not more than 9.9% of the Limited Partner interests in any EnerTech

Partnership.

The sole general partner of the EnerTech Partnership (``General

Partner'') will be ECP II Management L.P., a Delaware limited

partnership of which EnerTech Capital Partners II LLC is the managing

general partner. The EnerTech Partnership fund will be managed by

EnerTech Capital Partners (``EnerTech''), a group of experienced

investment professionals associated with Safeguard Scientifics, Inc.

and TL Ventures. The EnerTech Partnership fund is the second fund

managed by EnerTech.

The EnerTech Partnership is being formed to invest in companies

(``Portfolio Companies'') engaged in activities primarily related to

the electric and natural gas utilities and their convergence into the

broader energy, communications and other utility-like services

industries. The Portfolio Companies (none of which will be an affiliate

of GPU) may be involved in the development of technologies in one or

more of the following categories: Information Technology and Systems

Integration; Communications and Networking; Customer Premise Products

and Services; Industry Specific Content and Consulting Services; and

Asset Utilization and Efficiency Improvement.

The term of the Partnership Agreement will continue until December

31, 2009. The General Partner may extend the term for up to two one-

year periods to permit the orderly liquidation of the EnerTech

Partnership's assets, upon written consent of the Limited Partners

holding a majority in interest of the commitments of all Limited

Partners. Profits, gains and losses will generally be allocated 80% to

all the Limited Partners, pro rata in accordance with their capital

contributions, and 20% to the General Partner.

For the Commission by the Division of Investment Management,

under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 99-33342 Filed 12-22-99; 8:45 am]

BILLING CODE 8010-01-M