Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”), 48213-48214 [E5-4423]

Download as PDF Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices SECURITIES AND EXCHANGE COMMISSION [Release No. 35–28015] Filings Under the Public Utility Holding Company Act of 1935, as Amended (‘‘Act’’) August 10, 2005. Notice is hereby given that the following filing(s) has/have been made with the Commission under 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 amendment(s) 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 September 6, 2005, to the Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–9303, 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 the 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 September 6, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Gulf Power Company (70–10117) Gulf Power Company (‘‘Gulf Power’’), One Energy Place, Pensacola, Florida, 32520, a wholly-owned utility subsidiary of The Southern Company (‘‘Southern’’), a registered holding company, has filed an amendment to its original declaration/application (‘‘Amended Declaration’’) under sections 6(a), 7, and 12(c) of the Act and rules 42, 53 and 54 under the Act. By order dated June 27, 2003 (Holding Company Act Release No. 27690) (‘‘Original Order’’) Gulf Power was authorized to issue up to $450 million principal amount of senior debentures, senior promissory notes or other senior debt instruments, first mortgage bonds and preferred stock (‘‘Senior Security Limitation’’) through March 31, 2006 VerDate jul<14>2003 18:02 Aug 15, 2005 Jkt 205001 (‘‘Authorization Period’’).1 In the Amended Declaration, Gulf Power is seeking authority to also issue preference stock. Any issuance of preference stock would be included within the Senior Security Limitation. A. Description of the Preference Stock Gulf Power proposes that each issuance of preference stock, with par or stated value of up to $100 per share (‘‘Preference Stock’’), will be sold for the best price obtainable (after giving effect to the purchasers’ compensation) but for a price to Gulf Power (before giving effect to the purchasers’ compensation) of not less than 98% of the par or stated value per share. The terms of each series of Preference Stock will be established by amendment to Gulf Power’s Articles of Incorporation. Each series may have a cumulative sinking fund which would retire a certain number of shares of the series annually, commencing at a specified date after the sale. In connection with the sinking fund, Gulf Power may have the non-cumulative option of redeeming up to an additional like number of shares of the series annually. Gulf Power may determine that, in light of the current market conditions at the time any series of the Preference Stock is offered, it is in the best interest of Gulf Power and its investors and consumers that the terms of the Preference Stock provide for an adjustable dividend rate to be determined on a periodic basis, rather than a fixed rate dividend. In that event, Gulf Power proposes that the rate of dividends on the Preference Stock for an initial period would be a fixed amount or rate per annum. Periodically thereafter, the rate would be adjusted by periodic auction or remarketing procedures, or in accordance with a formula or formulae based upon certain reference rates, or by other predetermined methods. B. Financing Parameters Gulf Power states that except as modified below, the transaction described in the Amended Declaration will be subject to the parameters applicable to the transactions listed in the Original Order. At all times during the Authorization Period, Gulf Power represents that it 1 Pursuant to Original Order, Gulf Power has issued $270 million in securities under the Senior Securities Limit, leaving it with authority to issue an additional $180 million under that limit. Gulf Power was also authorized to issue an aggregate of $180 million in pollution control revenue bonds under the Original Order but to date has not issued any bonds. PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 48213 will maintain a common equity ratio of at least thirty percent of its consolidated capitalization (common equity, preferred stock, preference stock and long-term and short-term debt) as reflected in its most recent Form 10–K or Form 10–Q filed with the Commission adjusted to reflect changes in capitalization since the balance sheet date, unless otherwise authorized. With respect to the securities issuance authority proposed in the Amended Declaration: (1) Within four business days after the occurrence of a Ratings Event, Gulf Power will notify the Commission of its occurrence (by means of a letter, via fax, email or overnight mail to the Office of Public Utility Regulation) and (2) within 30 days after the occurrence of a Ratings Event, Gulf Power will submit a post-effective amendment to the Amended Declaration explaining the material facts and circumstances relating to that Ratings Event (including the basis on which taking into account the interests of investors, consumers and the public as well as other applicable criteria under the Act, it remains appropriate for Gulf Power to issue the securities for which authorization is sought in the Amended Declaration, so long as Gulf Power continues to comply with the other applicable terms and conditions specified in the Commission’s order authorizing the transactions requested in the Amended Declaration). Furthermore, no securities authorized as a result of the Amended Declaration will be issued following the 60th day after a Ratings Event if any downgraded rating has not been upgraded to investment grade. Gulf Power also requests that the Commission reserve jurisdiction through the remainder of the Authorization Period over the issuance of any authorized securities pursuant to the Amended Declaration that are prohibited from being issued after the 60th day following a Ratings Event, if no revised rating reflecting an investment grade rating has been issued. A ‘‘Ratings Event’’ will be deemed to have occurred if, during the Authorization Period (1) any outstanding security of Gulf Power that is rated is downgraded below investment grade; (2) any security to be issued by Gulf Power pursuant to the authorization sought in the Amended Declaration upon original issuance is rated below investment grade; or (3) any outstanding security of Southern that is rated is downgraded below investment grade. For purposes of this provision, a security will be deemed to be rated ‘‘investment grade’’ if it is rated investment grade by at least one E:\FR\FM\16AUN1.SGM 16AUN1 48214 Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices nationally recognized statistical rating organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 15c3–1 under the Securities Exchange Act of 1934, as amended. Gulf Power requests that it be permitted to issue a security that does not satisfy the foregoing condition if the requirements of rule 52(a)(i) and rule 52(a)(iii) of the Act are met and the issue and sale of a security have been expressly authorized by the Florida Public Service Commission. The effective cost of money on the Preference Stock will not exceed competitive market rates available at the time of issuance for securities having the same or reasonably similar terms and conditions issued by similar companies of reasonably comparative credit quality. The proceeds from the sales of any series of Preference Stock may be used to redeem or otherwise retire Gulf Power’s outstanding debt or preferred and preference stock if considered advisable. In addition proceeds may be used to pay a portion of its cash requirements to carry on its electric utility business. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5–4423 Filed 8–15–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–52234; File No. SR–CBOE– 2005–40] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Order Approving a Proposed Rule Change and Amendment No. 1 Thereto Relating to the Hybrid Opening System August 10, 2005. On May 16, 2005, the Chicago Board Options Exchange, Incorporated (‘‘CBOE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to allow the Hybrid Opening System (‘‘HOSS’’) to open an option series as long as any market participant,3 not just 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 This includes a quote from a DPM, e-DPM, market maker, or a remote market maker. See CBOE Rule 6.45A. 2 17 VerDate jul<14>2003 18:02 Aug 15, 2005 Jkt 205001 the Designated Primary Market-Maker (‘‘DPM’’), has submitted an opening quote that complies with the legal width quote requirements.4 The proposal would also change the method for determining the acceptable range the opening price must be in before the series may open to use the highest bid and the lowest offer. The Exchange submitted Amendment No. 1 on June 24, 2005.5 The proposed rule change was published for comment in the Federal Register on July 6, 2005.6 The Commission received no comments on the proposal. The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange7 and, in particular, the requirements of Section 6 of the Act 8 and the rules and regulations thereunder. The Commission specifically finds that the proposed rule change is consistent with Section 6(b)(5) of the Act 9 in that it is designed to promote just and equitable principles of trade, to remove impediments and to perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Commission believes that the proposal should help to ensure that all options series are promptly opened on CBOE, and may help to provide for a tighter opening price range. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,10 that the proposed rule change (SR–CBOE–2005– 40), as amended, is approved. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.11 Margaret H. McFarland, Deputy Secretary. [FR Doc. E5–4424 Filed 8–15–05; 8:45 am] BILLING CODE 8010–01–P 4 Even though HOSS can open a series without a DPM’s quote, DPMs, as well as electronic DPMs, remain obligated under CBOE rules to timely submit opening quotes. 5 Amendment No. 1 revised the rule text to reflect language recently approved in another filing. 6 See Securities Exchange Act Release No. 51938 (June 29, 2005), 70 FR 39537. 7 In approving this proposed rule change, the Commission notes that it has considered the proposed rule’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 8 15 U.S.C. 78f. 9 15 U.S.C. 78f(b)(2). 10 15 U.S.C. 78s(b)(2). 11 17 CFR 200.30–3(a)(12). PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–52235; File No. SR–MSRB– 2005–12] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing of Proposed Rule Change Concerning Solicitation and Coordination of Payments to Political Parties and Question and Answer Guidance on Supervisory Procedures Related to Rule G–37(d) on Indirect Violations August 10, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on June 27, 2005, the Municipal Securities Rulemaking Board (‘‘MSRB’’ or ‘‘Board’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The MSRB has filed with the SEC a proposed rule change consisting of an amendment to Rule G–37(c), concerning solicitation and coordination of payments to political parties, and Q&A guidance on supervisory procedures related to Rule G–37(d), on indirect violations. The text of the proposed rule change is available on the MSRB’s Web site (https://www.msrb.org), at the MSRB’s principal office, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the MSRB included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The MSRB has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. 1 15 22 E:\FR\FM\16AUN1.SGM U.S.C. 78s(b)(1). 17 CFR 240.19b–4. 16AUN1

Agencies

[Federal Register Volume 70, Number 157 (Tuesday, August 16, 2005)]
[Notices]
[Pages 48213-48214]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-4423]



[[Page 48213]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-28015]


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

August 10, 2005.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under 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 amendment(s) 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 September 6, 2005, to the Secretary, Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-9303, 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 the 
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 September 6, 2005, the 
application(s) and/or declaration(s), as filed or as amended, may be 
granted and/or permitted to become effective.

Gulf Power Company (70-10117)

    Gulf Power Company (``Gulf Power''), One Energy Place, Pensacola, 
Florida, 32520, a wholly-owned utility subsidiary of The Southern 
Company (``Southern''), a registered holding company, has filed an 
amendment to its original declaration/application (``Amended 
Declaration'') under sections 6(a), 7, and 12(c) of the Act and rules 
42, 53 and 54 under the Act.
    By order dated June 27, 2003 (Holding Company Act Release No. 
27690) (``Original Order'') Gulf Power was authorized to issue up to 
$450 million principal amount of senior debentures, senior promissory 
notes or other senior debt instruments, first mortgage bonds and 
preferred stock (``Senior Security Limitation'') through March 31, 2006 
(``Authorization Period'').\1\ In the Amended Declaration, Gulf Power 
is seeking authority to also issue preference stock. Any issuance of 
preference stock would be included within the Senior Security 
Limitation.
---------------------------------------------------------------------------

    \1\ Pursuant to Original Order, Gulf Power has issued $270 
million in securities under the Senior Securities Limit, leaving it 
with authority to issue an additional $180 million under that limit. 
Gulf Power was also authorized to issue an aggregate of $180 million 
in pollution control revenue bonds under the Original Order but to 
date has not issued any bonds.
---------------------------------------------------------------------------

A. Description of the Preference Stock

    Gulf Power proposes that each issuance of preference stock, with 
par or stated value of up to $100 per share (``Preference Stock''), 
will be sold for the best price obtainable (after giving effect to the 
purchasers' compensation) but for a price to Gulf Power (before giving 
effect to the purchasers' compensation) of not less than 98% of the par 
or stated value per share.
    The terms of each series of Preference Stock will be established by 
amendment to Gulf Power's Articles of Incorporation. Each series may 
have a cumulative sinking fund which would retire a certain number of 
shares of the series annually, commencing at a specified date after the 
sale. In connection with the sinking fund, Gulf Power may have the non-
cumulative option of redeeming up to an additional like number of 
shares of the series annually.
    Gulf Power may determine that, in light of the current market 
conditions at the time any series of the Preference Stock is offered, 
it is in the best interest of Gulf Power and its investors and 
consumers that the terms of the Preference Stock provide for an 
adjustable dividend rate to be determined on a periodic basis, rather 
than a fixed rate dividend. In that event, Gulf Power proposes that the 
rate of dividends on the Preference Stock for an initial period would 
be a fixed amount or rate per annum. Periodically thereafter, the rate 
would be adjusted by periodic auction or remarketing procedures, or in 
accordance with a formula or formulae based upon certain reference 
rates, or by other predetermined methods.

B. Financing Parameters

    Gulf Power states that except as modified below, the transaction 
described in the Amended Declaration will be subject to the parameters 
applicable to the transactions listed in the Original Order.
    At all times during the Authorization Period, Gulf Power represents 
that it will maintain a common equity ratio of at least thirty percent 
of its consolidated capitalization (common equity, preferred stock, 
preference stock and long-term and short-term debt) as reflected in its 
most recent Form 10-K or Form 10-Q filed with the Commission adjusted 
to reflect changes in capitalization since the balance sheet date, 
unless otherwise authorized. With respect to the securities issuance 
authority proposed in the Amended Declaration: (1) Within four business 
days after the occurrence of a Ratings Event, Gulf Power will notify 
the Commission of its occurrence (by means of a letter, via fax, email 
or overnight mail to the Office of Public Utility Regulation) and (2) 
within 30 days after the occurrence of a Ratings Event, Gulf Power will 
submit a post-effective amendment to the Amended Declaration explaining 
the material facts and circumstances relating to that Ratings Event 
(including the basis on which taking into account the interests of 
investors, consumers and the public as well as other applicable 
criteria under the Act, it remains appropriate for Gulf Power to issue 
the securities for which authorization is sought in the Amended 
Declaration, so long as Gulf Power continues to comply with the other 
applicable terms and conditions specified in the Commission's order 
authorizing the transactions requested in the Amended Declaration). 
Furthermore, no securities authorized as a result of the Amended 
Declaration will be issued following the 60th day after a Ratings Event 
if any downgraded rating has not been upgraded to investment grade. 
Gulf Power also requests that the Commission reserve jurisdiction 
through the remainder of the Authorization Period over the issuance of 
any authorized securities pursuant to the Amended Declaration that are 
prohibited from being issued after the 60th day following a Ratings 
Event, if no revised rating reflecting an investment grade rating has 
been issued.
    A ``Ratings Event'' will be deemed to have occurred if, during the 
Authorization Period (1) any outstanding security of Gulf Power that is 
rated is downgraded below investment grade; (2) any security to be 
issued by Gulf Power pursuant to the authorization sought in the 
Amended Declaration upon original issuance is rated below investment 
grade; or (3) any outstanding security of Southern that is rated is 
downgraded below investment grade. For purposes of this provision, a 
security will be deemed to be rated ``investment grade'' if it is rated 
investment grade by at least one

[[Page 48214]]

nationally recognized statistical rating organization, as that term is 
used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 15c3-1 under the 
Securities Exchange Act of 1934, as amended. Gulf Power requests that 
it be permitted to issue a security that does not satisfy the foregoing 
condition if the requirements of rule 52(a)(i) and rule 52(a)(iii) of 
the Act are met and the issue and sale of a security have been 
expressly authorized by the Florida Public Service Commission.
    The effective cost of money on the Preference Stock will not exceed 
competitive market rates available at the time of issuance for 
securities having the same or reasonably similar terms and conditions 
issued by similar companies of reasonably comparative credit quality.
    The proceeds from the sales of any series of Preference Stock may 
be used to redeem or otherwise retire Gulf Power's outstanding debt or 
preferred and preference stock if considered advisable. In addition 
proceeds may be used to pay a portion of its cash requirements to carry 
on its electric utility business.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-4423 Filed 8-15-05; 8:45 am]
BILLING CODE 8010-01-P
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