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

[Federal Register Volume 64, Number 121 (Thursday, June 24, 1999)]
[Notices]
[Pages 33937-33941]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-16082]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27038]


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

June 18, 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 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declarations(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 
applications(s) and/or declaration(s) should submit their views in 
writing by July 13, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 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 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 July 13, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Allegheny Energy, Inc. et al. (70-9483)

    Allegheny Energy, Inc. (``Allegheny''), a registered holding 
company, AYP Energy, Inc. (``AYP Energy''),\1\ a wholly owned 
nonutility subsidiary of Allegheny, and Allegheny Power Service 
Corporation (``APSC''), a service subsidiary of Allegheny, all located 
at 10435 Downsville Pike, Hagerstown, MD 21740-1766, and, West Penn 
Power Company (``West Penn''),\2\ a wholly owned public utility 
electric subsidiary of Allegheny, located at 800 Cabin Hill Drive, 
Greensburg, Pennsylvania 15601, (collectively, ``Applicants''), have 
filed an application-declaration under sections 6(a), 7, 9(a), 10, 
12(b) and 13(b) of the Act and rules 45, 46, 54, 90 and 91 under the 
Act.
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    \1\ AYP Energy owns a 50% interest in Unit No. 1 of the Ft. 
Martin Power Station located in Monongalia County, Maidsville, West 
Virginia. AYP Energy is a wholly owned utility subsidiary of AYP 
Capital, Inc., which is a wholly owned nonutility subsidiary of 
Allegheny.
    \2\ In addition to West Penn, the Monongahela Power Company 
(``Monongahela'') and the Potomac Edison Company (``Potomac 
Edison'') are direct, wholly owned public utility subsidiaries of 
Allegheny. West Penn, Potomac Edison and Monongahela jointly own 
Allegheny Generating Company (``AGC''), which owns a 40% undivided 
interest in a pumped-storage hydroelectric generating facility and 
related transmission facilities located in Bath County, Virginia 
(``Bath Project'').
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    In August 1997, West Penn was required to file a restructuring plan 
with the Pennsylvania Public Utility Commission (``PUC''), which, among 
other things, unbundled generation from transmission and distribution. 
The restructuring plan was contested and became the subject of 
hearings. These hearings resulted in a settlement that the Pennsylvania 
PUC approved on November 19, 1998 (``Settlement Agreement''). The 
settlement authorized and provided state regulatory pre-approval for 
West Penn to transfer its generating assets to a new affiliate in the 
Allegheny system at net book value.
    West Penn requests authorization to form and capitalize a single 
member limited liability corporation (``Energy

[[Page 33938]]

Subsidiary'') as a wholly owned subsidiary and to acquire all of the 
limited liability interests in Energy Subsidiary. Further, West Penn 
proposes to transfer utility generating assets (``Generating Assets'') 
and other rights and obligations to Energy Subsidiary in exchange for 
cash and/or a promissory note, secured by a purchase money mortgage, in 
an amount not to exceed the Generating Assets' net book value of $990 
million (``Promissory Notes''). Additionally, West Penn proposes to 
engage in the following transactions with Energy Subsidiary: transfer 
generation related assets and net liabilities and debt, including 
outstanding pollution control and solid waste disposal notes 
(collectively, ``Associated Liabilities''); make capital contributions 
(Allegheny may also make capital contributions to Energy 
Subsidiary);\3\ transfer AGC shares; assign its rights to generation 
from the Bath Project, notes and/or obligations (collectively, ``Bath 
Project Rights and Obligations''); assign rights and responsibilities 
under joint-owner operating agreements for Ft. Martin Unit No. 1 
(``Joint-Owner Operating Agreements''); and, assign rights to electric 
energy generated by Ohio Valley Electric Corporation (``OVEC'') \4\ and 
obligations related to the OVEC Power Agreement (collectively, ``OVEC 
Agreements, Rights and Obligations'').
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    \3\ Contributions by Allegheny or West Penn to Energy Subsidiary 
may take the form of any combination of: (1) purchases of capital 
shares, partnership interests, member interests in limited liability 
companies, trust certificates or other forms of equity interests; 
(2) open account advances without interest; (3) loans; and (4) 
guarantees.
    \4\ OVEC is an investor-owned utility furnishing electric 
service in the Ohio River Valley area that was formed for the 
purpose of providing large electric power requirements for a major 
uranium enrichment complex built by the Atomic Energy Commission 
near Portsmouth, Ohio. Allegheny has a 12.5% ownership interest in 
OVEC. Allegheny OVEC and other investor-owned utilities entered into 
an Inter-Company Power Agreement, dated July 10, 1953 (the ``OVEC 
Power Agreement'') by which the parties thereto allocated each 
utility's share of the power generated by OVEC and by the Indiana-
Kentucky Electric Corporation. Under the OVEC Power Agreement, 
Allegheny assigned to West Penn, the right to receive 7% of the 
power participation benefits of OVEC.
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    Applicants requests authorization to form and capitalize a wholly 
owned Subsidiary of Energy Subsidiary for the purpose of holding 
generating assets, rights, interests and related obligations 
(``GENCO''). Additionally, Applicants propose to transfer and assign 
from Energy Subsidiary to GENCO: Generating Assets; OVEC Agreements, 
Right and Obligations; Bath Project Rights and Obligations; service 
agreements with APSC (``Service Agreements''); Joint-Owner Operating 
Agreements; and, Associated Liabilities all in exchange for the limited 
liability interests in GENCO (collectively, ``Energy Subsidiary 
Assets'').\5\ West Penn proposes to acquire the Energy Subsidiary 
Assets in exchange for the Promissory Notes.
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    \5\ Allegheny plans to dissolve Energy Subsidiary after all 
transfers described in Item 1 are completed an Energy Subsidiary 
will then hold no assets and GENCO will then be owned directly by 
Allegheny.
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    AYP Energy proposes to transfer its assets to GENCO \6\ in exchange 
for the assumption of AYP Energy's debt by GENCO; and assign AYP 
Energy's rights and responsibilities under the Joint-Owner Operating 
Agreement for Ft. Martin Unit No. 1 to GENCO.
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    \6\ The interest in Ft. Martin Unit No. 1 is AYP Energy's only 
asset.
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    Initially, Allegheny anticipates that Energy Subsidiary and GENCO 
will not have their own paid employees. Personnel employed by APSC, a 
service company approved by the Commission under section 13 of the Act 
will provide a wide range of services on an as-needed basis to those 
companies under Service Agreements entered into between each of those 
companies and APSC. The proposed Service Agreements will take effect 
upon Commission approval and will be similar in all material aspects to 
those service agreements which APSC has executed APSC will render 
services to Energy Subsidiary and GENCO in accordance with rules 90 and 
91.
    Applicants also seek authority to permit GENCO to obtain 
independent or parent-supported financing using various methods, 
including, but not limited to, bank financing and/or bank credit 
support, project financing, commercial paper programs, sales of secured 
or unsecured debt, notes debentures and issuances of equity, up to $500 
million (''General Financing''), in addition to the Promissory Notes. 
Additionally, Allegheny seeks authority to make loans, guarantees and 
enter support agreements to and for GENCO and any other type of 
investments in and for GENCO as deemed necessary, through December 31, 
2007, up to an aggregate of $900 million (``Loans, Guarantees and 
Investment Authority'') which would be in addition to the General 
Financing and Promissory Notes. Loans by Allegheny or West Penn to 
Energy Subsidiary will have interest rates and maturities that are 
designed to parallel Allegheny's or West Penn's, as the case may be, 
effective cost of capital.
    West Penn also will enter into a leaseback agreement (``Leaseback 
Agreement''), through January 2, 2000, with GENCO for approximately 
one-third of the total electrical energy generating capacity of the 
Generating Assets. Allegheny's largest service territory is in 
Pennsylvania. West Penn is incorporated in Pennsylvania and its entire 
service territory is located within Pennsylvania. Pennsylvania has 
begun to restructure it electric markets under the state's Electricity 
Generation Customer Choice and Competition Act of 1996 (``Competition 
Act'').\7\ The Competition Act allowed two-thirds of West Penn's 
generation load to choose its generation supplier beginning January 2, 
1999. The remaining one-third will be permitted to choose its 
generation supplier beginning January 2, 2000. West Penn is obligated 
to continue to directly supply the generation needs of the remaining 
one-third customers until January 2, 2000. The Leaseback Agreement 
fulfills West Penn's service obligation.
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    \7\ The Competition Act requires the unbundling of electric 
services into separate supply, transmission, and distribution 
services with open retail competition for supply in connection with 
the restructuring and unbundling of electric services in 
Pennsylvania.
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    Authorization is also requested for GENCO to enter into operating 
and other agreements, related to the Generating Assets, with West Penn 
for the operation of all other Generating Assets. Applicants state that 
the amounts payable by West Penn under the Leaseback Agreement will be 
computed in accordance with Rules 90 and 91 under the Act and other 
applicable rules and regulations.

NSTAR (70-9495)

    NSTAR, c/o BEC Energy, 800 Boylston Street, Boston, Massachusetts 
02199, a Massachusetts business trust not currently subject to the Act, 
seeks an order under sections 9(a)(2) and 10 authorizing it to acquire 
all of the outstanding voting securities of BEC Energy and Commonwealth 
Energy System (``COM Energy''), each a Massachusetts business trust and 
public utility holding company exempt from registration under section 
3(a)(1) of the Act from all provisions of the Act, except section 
9(a)(2). NSTAR also requests an exemption under section 3(a)(1) from 
all of the provisions of the Act, except section 9(a)(2), upon 
consummation of the proposed transaction.
    BEC Energy is an exempt holding company by order of the 
Commission.\8\ BEC Energy's principal subsidiaries are Boston Edison 
Company (``Boston Edison''), an electric public utility company, and 
Boston Energy Technology Group, Inc. (``BETG''), a nonutility 
subsidiary company. BETG,

[[Page 33939]]

in turn, owns several subsidiaries engaged in various nonutility 
businesses.
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    \8\ See BEC Energy, Holding Co. Act Release No. 26874 (May 15, 
1998).
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    Boston Edison, a Massachusetts corporation, is engaged in the 
generation,\9\ purchase, transmission, distribution, and sale of 
electric energy in a service territory covering about 590 square miles 
within 30 miles of Boston, Massachusetts, encompassing the City of 
Boston and 39 surrounding cities and towns. Boston Edison serves about 
663,000 customers at retail, and it also sells electric energy at 
wholesale to other electric utilities and municipal electric 
departments. Boston Edison is regulated by the Massachusetts Department 
of Telecommunications and Energy and the Federal Energy Regulatory 
Commission (``FERC'').
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    \9\ Boston Edison voluntarily divested its fossil generation 
business in Massachusetts restructuring proceedings. Boston Edison's 
only remaining generation asset is the 670 MW Pilgrim nuclear power 
plant, which Boston Edison recently agreed to sell to Entergy 
Nuclear Generation Company.
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    Boston Edison wholly owns Harbor Electric Company (``Harbor 
Electric''), a Massachusetts corporation that delivers electric energy 
from Boston Edison to the Massachusetts Water Resources Authority 
(``MWRA''), a large retail customer. Harbor Electric owns a small 
distribution system used exclusively for distribution to the MWRA. 
Harbor Electric has no generation and does not engage in wholesale 
sales or purchases.
    Boston Edison is a member of the New England Power Pool 
(``NEPOOL''), and it has committed its pool transmission facilities to 
the operational control of ISO-New England, Inc. (``ISO-New England''). 
ISO-New England's principal responsibilities include administration of 
the NEPOOL open access transmission tariff (``NEPOOL Tariff''), the 
operational control of the New England bulk power system, protection of 
NEPOOL system reliability, and oversight of the New England Power 
Exchange. The FERC's order authorizing the establishment of ISO-New 
England and the transfer of operational control of the NEPOOL grid to 
that entity was issued on June 25, 1997.\10\ On July 1, 1997, ISO-New 
England was activated. Although Boston Edison continues to own its 
transmission facilities, pool transmission facilities usage is and will 
be governed by ISO-New England.
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    \10\ See New England Power Pool, 79 FERC P. 61,374 (1997), reh'g 
pending.
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    For the year ending December 31, 1998, BEC Energy's operating 
revenues and assets on a consolidated basis were approximately $1.623 
billion and $3.214 billion, respectively. As of December 31, 1998, BEC 
Energy had 47,184,073 outstanding shares of common stock, $1.00 par 
value.
    COM Energy claims an instrastate exemption by rule 2. COM Energy 
wholly owns five operating public-utility companies; (1) Cambridge 
Electric Light Company (``Cambridge Electric''); (2) Canal Electric 
Company (``Canal Electric''); (3) Commonwealth Electric Company (``COM 
Electric''); (4) Commonwealth Gas Company (``COM Gas''); and (5) 
Medical Area Total Energy Plant, Inc. (``MATEP''). COM Energy also 
wholly owns several subsidiaries engaged in nonutility businesses, 
including steam distribution, servicing and processing liquefied 
natural gas, and the sale of energy products.
    COM Electric, a Massachusetts corporation, is engaged in the 
purchase, transmission,\11\ distribution and resale of power and energy 
in a service territory of about 1,100 square miles in 40 communities in 
southeastern Massachusetts, including Cape Cod, Martha's Vineyard, and 
the counties of Plymouth, Bristol, Barnstable, and Duke. COM Electric 
serves about 327,000 electric customers at retail. COM Electric also 
sells electric energy at wholesale to other electric utilities.
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    \11\ COM Electric is a member of NEPOOL and COM Electric has 
committed its pool transmission facilities to the operational 
control of ISO-New England, Inc.
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    Cambridge Electric, a Massachusetts corporation, is engaged in the 
purchase, transmission,\12\ distribution, and resale of power and 
energy in a service territory of about seven square miles. Cambridge 
Electric provides retail services in the City of Cambridge, 
Massachusetts to about 45,000 electric customers. Cambridge Electric 
also sells power for resale to the Town of Belmont, Massachusetts, and 
through the NEPOOL.
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    \12\ Cambridge Electric is a member of NEPOOL, and Cambridge 
Electric has committed its pool transmission facilities to the 
operational control of ISO-New England, Inc.
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    Canal Electric, a Massachusetts corporation, is engaged in the 
purchase and sale of electricity at wholesale to affiliates Cambridge 
Electric and COM Electric. With the exception of an ownership interest 
in the Seabrook 1 nuclear power facility, Canal Electric has no 
generating assets.
    MATEP is a Massachusetts corporation and wholly owned subsidiary of 
Advanced Energy Systems, Inc., which, in turn, is a wholly owned 
subsidiary of COM Energy. MATEP owns and operates a 62 MW steam, 
chilled water and electric generating facility located in the Longwood 
Medical area of Boston (``Facility''). MATEP sells the output of the 
Facility to MATEP LLC, a Delaware limited liability company wholly 
owned by MATEP, and MATEP LLC resells the steam, chilled water, and 
electricity to several teaching hospitals affiliated with Harvard 
University.
    COM Gas, a Massachusetts corporation, is a local gas distribution 
company serving about 239,000 customers in a service territory of about 
1,067 square miles in the Cities of Cambridge and Somerville, a small 
portion of Boston, and in various other eastern and southeastern 
Massachusetts municipalities in Bristol, Middlesex, Norfolk, Plymouth, 
and Worcester counties.
    COM Energy also owns several nonutility subsidiaries, including: 
(1) COM Energy Marketing, Inc., a power marketing subsidiary; (2) 
Advanced Energy Systems, Inc., which owns and operates energy 
facilities, including MATEP and MATEP LLC; (3) Hopkinton LNG Corp, 
which owns and operates facilities for the liquefication, storage, and 
vaporization of natural gas for COM Gas; (4) COM Energy Steam Company, 
a steam distribution company; (5) COM Energy Resources, Inc., which 
engages in the sale of energy and energy services; (6) Energy 
Investment Services, Inc., which invests the proceeds of Canal 
Electric's asset generation sales on behalf of utility customers; (7) 
COM Energy Technologies, Inc., which is engaged in the production, 
distribution, marketing and sale of energy information and control 
products and technologies; (8) COM Energy Acushnet Realty, a realty 
trust that leases land to Hopkinton LNG Corp., described above; (9) COM 
Energy Cambridge Realty, a realty trust that holds various properties; 
(10) COM Energy Freetown Realty, a realty trust organized to develop a 
600 acre parcel of land that it owns in Freetown, Massachusetts; (11) 
COM Energy Research Park Realty, a realty trust organized to develop a 
research complex; (12) COM Energy Services Company, the service company 
for the COM Energy holding company system; and (13) Darvel Realty 
Trust, a realty trust that owns, develops, and operates real estate.
    For the year ended December 31, 1998, COM Energy's operating 
revenues and assets on a consolidated basis were $980 million and 
$1.763 billion, respectively. Also as of December 31, 1998, COM Energy 
had 21,540,550 outstanding shares of common stock, $2.00 par value.
    NSTAR states that the merged electric system will meet the 
standards of section 2(a)(29)(A) as the electric operations of BEC 
Energy and COM

[[Page 33940]]

Energy will be integrated. NASTAR states that BEC Energy and COM Energy 
have adjacent electric service territories that are physically 
interconnected. Boston Edison and Cambridge Electric are directly 
interconnected at two points. Further, COM Electric and Boston Edison 
are directly interconnected at five points, and they jointly own a 
transmission line, which runs from West Medway, Massachusetts to the 
Massachusetts-Rhode Island border in Uxbridge, Massachusetts. MATEP's 
13.8 kV distribution system is physically interconnected with Boston 
Edison's 13.8 kV distribution system at a number of locations, and 
there are interconnections between the two systems at each of MATEP's 
customers' facilities. In addition, with the exception of Harbor 
Electric and MATEP, the electric utility subsidiaries of both BEC 
Energy and COM Energy are all members of NEPOOL.
    NSTAR was formed to facilitate the merger of BEC Energy and COM 
Energy. BEC Energy and COM Energy together own all of NSTAR's issued 
and outstanding shares. NSTAR has three subsidiaries: (1) NSTAR 
Delaware LLC, a limited liability company organized under Delaware law 
(``NSTAR Delaware''), of which NSTAR owns 100% of the membership 
interests; (2) BEC Acquisition LLC, a limited liability company 
organized under Massachusetts law (``BEC Energy Merger Sub''), of which 
NSTAR owns 99.99% of the membership interests and NSTAR Delaware owns 
the remaining 0.01% membership interest; and (3) CES Acquisition LLC, a 
limited liability company organized under Massachusetts law (``COM 
Energy Merger Sub''), of which NSTAR owns 99.99% of the membership 
interests and NSTAR Delaware owns the remaining 0.01% membership 
interest. (NSTAR Delaware, BEC Energy Merger Sub and COM Energy Merger 
Sub are collectively the ``Merger Subs''.) Upon completion of the 
proposed transaction, both BEC Energy and COM Energy will become wholly 
owned subsidiaries of NSTAR, and NSTAR will become the new holding 
company for the combined holding company systems.
    Under the Amended and Restated Agreement and Plan of Merger, dated 
December 5, 1998 and amended and restated May 4, 1999, among NSTAR, BEC 
Energy, COM Energy, BEC Energy Merger Sub, and COM Energy Merger Sub 
(``Merger Agreement''), BEC Energy will merge with the BED Energy 
Merger Sub (``BEC Merger''), with BEC Energy as the surviving entity, 
and COM Energy will merger with COM Energy Merger Sub (``COM Energy 
Merger''), with COM Energy as the surviving entity. (The BEC Merger and 
the COM Energy Merger are the ``Mergers''.) The Mergers will occur 
simultaneously. As a result of the Mergers, NSTAR will become the 
direct and, through NSTAR Delaware, indirect owner of all of the 
outstanding shares of common stock of BEC Energy and COM Energy. NSTAR 
Delaware will then be liquidated and its interests in each of BEC 
Energy and COM Energy will be transferred to NSTAR.
    For the BEC Merger, each share of common stock of BEC Energy (other 
than shares held by BEC Energy, COM Energy, NSTAR or their 
subsidiaries, which shall be canceled) outstanding immediately prior to 
the BEC Merger will be converted into the right to receive either 
$44.10 in cash or one common share of NSTAR, and each 1% membership 
interest in BEC Merger Sub outstanding immediately prior to the BEC 
Merger will be converted into 100 shares of the common stock of BEC 
Energy. Each share of common stock of NSTAR held by BEC Energy will be 
canceled.
    For the COM Energy Merger, each share of common stock of COM Energy 
(other than shares held by BEC Energy, COM Energy, NSTAR or their 
subsidiaries, which will be canceled) outstanding immediately prior to 
the COM Energy Merger will be converted into the right to receive 
either $44.10 in cash or 1.05 shares of the common stock of NSTAR, and 
each 1% membership interest in COM Energy Merger Sub outstanding 
immediately prior to the COM Energy Merger will be converted into 100 
shares of the common stock of COM Energy. Each share of the common 
stock of NSTAR held by COM Energy will be canceled.
    NSTAR states that the Mergers will produce benefits to the 
consumers of electricity and gas in Massachusetts. The respective 
managements and Board of Trustees of BEC Energy and COM Energy decided, 
as a result of industry restructuring and the generation plant 
divestitures by BEC Energy and COM Energy, to focus on their 
distribution business and to expand geographically through combinations 
with other electric and gas delivery businesses. NSTAR states that the 
Mergers will provide a basis for NSTAR to become the premier electric 
and gas distribution business in the New England region and will 
provide strategic financial opportunities for both companies and their 
shareholders. NSTAR also states that the Mergers will provide benefits 
to its customers and employees, including: improved customer service; 
cost savings and cost avoidances; an improved competitive and strategic 
position in the markets for transporting and distributing energy and 
marketing energy services; and expanded management resources.
    The application states that, following the Mergers, NSTAR will meet 
the requirements for an exemption under section 3(a)(1). It is stated 
that NSTAR and its public utility subsidiaries will be predominantly 
intrastate in character and will carry on their business substantially 
in Massachusetts, the state in which they are organized.

American Electric Power Co. Inc., et al. (70-8693)

    American Electric Power Company, Inc. (``AEP''), 1 Riverside Plaza, 
Columbus, Ohio 43215, a registered holding company, and its eight 
electric utility subsidiary companies, Appalachian Power Company 
(``Appalachian``), Kingsport Power Company (``Kingsport''), both at 40 
Franklin Road, S.W., Roanoke, Virginia 24011; Columbia Southern Power 
Company (``Columbus''), 215 North Front Street, Columbus, Ohio 43215; 
Indiana Michigan Power Company (``Indiana''), One Summit Square, P.O. 
Box 60, Fort Wayne, Indiana 46801; Kentucky Power Company 
(``Kentucky''), 1701 Central Avenue, Ashland, Kentucky 41101; Ohio 
Power Company (``Ohio''), 301 Cleveland Avenue, S.W., Canton, Ohio 
44701; AEP Generating Company (``Generating''), 1 Riverside Plaza, 
Columbus, Ohio 43215; and Wheeling Power Company (``Wheeling''), 51 
Sixteenth St., Wheeling, West Virginia 26003, have filed a post 
effective amendment to a declaration field under sections 6(a), 7 and 
12(b) of the Act and rule 54 under the Act.
    By order dated May 4, 1998 (HCAR No. 26867) (``Order''), the 
Commission authorized AEP, Appalachian, Columbus, Indiana, Kentucky, 
and Ohio to issue and sell short-term notes to banks and commercial 
paper through December 31, 2003 (``Authorized Period''). The Order also 
authorized Generating, Kingsport, and Wheeling to issue and sell short-
term notes to banks through the Authorization Period. In addition, 
applicants were authorized in the Order to issue unsecured promissory 
notes or other evidence of their reimbursement obligations in respect 
of letters of credit issued on their behalf by certain banks. The Order 
authorized this short-term indebtedness in aggregate outstanding 
amounts not to exceed:

------------------------------------------------------------------------
                        Company                               Amount
------------------------------------------------------------------------
AEP....................................................     $500,000,000
Appalachian............................................      325,000,000

[[Page 33941]]

 
Columbus...............................................      300,000,000
Indiana................................................      300,000,000
Kentucy................................................      150,000,000
Generating.............................................      100,000,000
Kingsport..............................................       30,000,000
Ohio...................................................      400,000,000
Wheeling...............................................       30,000,000
                                                        ----------------
    Total..............................................    2,135,000,000
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    Applicants now request that the Order be amended to authorize 
short-term indebtedness in the following aggregate outstanding amounts:

------------------------------------------------------------------------
                        Company                               Amount
------------------------------------------------------------------------
AEP....................................................     $500,000,000
Appalachian............................................      325,000,000
Columbus...............................................      350,000,000
Indiana................................................      500,000,000
Kentucy................................................      150,000,000
Generating.............................................      125,000,000
Kingsport..............................................       30,000,000
Ohio...................................................      450,000,000
Wheeling...............................................       30,000,000
                                                        ----------------
    Total..............................................    2,460,000,000
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    The Authorization Period would remain unchanged. All short-term 
indebtedness would mature within 270 days after the date the debt is 
incurred.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-16082 Filed 6-23-99; 8:45 am]
BILLING CODE 8010-01-M