[Federal Register Volume 64, Number 228 (Monday, November 29, 1999)]
[Notices]
[Pages 66672-66679]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-30919]
[[Page 66672]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27105]
Filing Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
November 19, 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 person wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by December 14, 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 December 14, 1999, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
New England Electric System, et al. (70-9537)
New England Electric System (``NEES''), a registered public utility
holding company, located at 25 Research Drive, Westborough,
Massachusetts 01582; its electric utility subsidiaries: Massachusetts
Electric Company (``Mass. Electric''), located at 55 Bearfoot Road,
Northboro, Massachusetts 01532; Granite State Electric Company
(``Granite State''), located at 9 Lowell Road, Salem, New Hampshire
03079, The Narragansett Electric Company (``Narragansett''), located at
280 Melrose Street, Providence, Rhode Island 02901, Nantucket Electric
Company (``Nantucket''), New England Power Company (``NEP''), New
England Hydro-Transmission Corporation (``N.H. Hydro'') and New England
Hydro-Transmission Electric Company, Inc. (``Mass. Hydro''), all
located at 25 Research Drive, Westborough, Massachusetts 01582, and New
England Electric Transmission Corporation (``NEET''), 4 Park Street,
Concord, New Hampshire 03301; its nonutility subsidiaries: Research
Drive LLC (``LLC''), New England Power Service Company (``Service
Company''), New England Energy Incorporated (``NEEI''), all located at
25 Research Drive, Westborough, Massachusetts 01582; and Eastern
Utilities Associates (``EUA'') a registered public utility holding
company, located at One Liberty Square, P.O. Box 2333, Boston,
Massachusetts 02109, and its electric utility subsidiaries; Blackstone
Valley Electric Company (``Blackstone''), Eastern Edison Company
(``Eastern Edison''), Montaup Electric Company (``Montaup'') and
Newport Electric Corporation (``Newport''), all located at 750 West
Center Street, P.O. Box 543, Bridgewater, Massachusetts 02379
(together, ``Applicants''), have filed an application-declaration under
sections 6, 7, 9, 10, 11, 12 and 13 of the Act, and rules 45, 46, 54,
80-91, 93 and 94 under the Act.
NEES proposes to acquire all of the outstanding common shares of
EUA (``Transaction''). The Transaction will be carried out in a two-
step process under the terms of an Agreement and Plan of Merger dated
as of February 1, 1999 (``Merger Agreement''), among NEES, EUA and LLC,
a Massachusetts limited liability company wholly-owned by NEES. First,
LLC will be merged with and into EUA, with EUA as the surviving entity.
Then, EUA will be merged with and into NEES, with NEES as the surviving
entity. After the Transaction, EUA shall cease to exist and NEES will
remain a registered holding company under the Act.\1\
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\1\ Under another Agreement and Plan of Merger, dated as of
December 11, 1998, by and among The National Grid Group plc
(``NGG''), NGG Holdings LLC, a Massachusetts limited liability
company and a wholly owned subsidiary of NGG, and NEES, NGG Holdings
LLC would be merged with and into NEES with NEES as the surviving
entity (``NGG Merger''). As a result, NEES would become an indirect,
wholly owned subsidiary of NGG, which would become a registered
holding company under the Act. An application by NGG seeking
approval of its acquisition of NEES is pending with the Commission
(File No. 70-9519). The Commission issued a notice of the filing on
October 12, 1999 (HCAR No. 27086).
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Under the Merger Agreement, each one percent of the issued and
outstanding membership interests in LLC will be converted into one
transferable certificate of participation or share in EUA. All EUA
shares that are owned by EUA as treasury shares and any EUA shares
owned by NEES or any other wholly owned subsidiary of NEES will be
canceled and retired and shall cease to exist, and no cash or other
consideration shall be delivered in exchange. The remaining EUA shares
issued and outstanding immediately prior to the Effective Date (as
defined below) will be canceled and converted into the right to receive
cash in the amount of $31.00 per share, as this amount may be adjusted.
The Effective Date shall be the date upon which a certificate of merger
has been executed and filed by EUA and LLC with the Secretary of
Massachusetts, or any later date specified by the certificate.
The boards of directors of NEES and EUA, and the members of LLC
have approved the Transaction. On May 17, 1999, a majority of the EUA
shareholders approved the Transaction.\2\
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\2\ Under the merger Agreement, no vote of NEES shares or any
class or series of equity securities of NEES or its subsidiaries is
required for approval of the Transaction.
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NEES owns all of the voting securities of the following five
electric public utility subsidiaries: Mass. Electric, Narragansett,
Granite State, Nantucket, and NEET.
Mass. Electric provides electric service to approximately 980,000
customers in an area comprising approximately 43% of Massachusetts. For
the year ended December 31, 1998, Mass Electric had total assets of
$1.45 billion, operating revenues of $1.5 billion and net income of
$49.4 million. Mass. Electric is subject to regulation by the
Massachusetts Department of Telecommunications and Energy (``MDTE''),
and the Federal Energy Regulatory Commission (``FERC'') under the
Federal Power Act.
Narragansett provides electric service to approximately 335,000
customers in Rhode Island. For the year ended December 31, 1998,
Narragansett had total assets of $664.1 million, operating revenues of
$475.7 million, and net income of $30.5 million. Narragansett is
subject to the regulation of the Rhode Island Public Utilities
Commission (``RIPUC''), the Rhode Island Division of Public Utilities
and Carriers (``RIDIV''), and the FERC.
Granite State provides electric service to approximately 37,000
customers in New Hampshire. For the year ended December 31, 1998,
Granite State had total assets of $61.8 million, operating revenues of
$65.7 million, and net income of $3.2 million. Granite State is subject
to the regulation of the New Hampshire Public Utilities Commission
(``NHPUC'') and the FERC.
Nantucket provides electric service to approximately 10,000
customers on Nantucket Island. For the year ended
[[Page 66673]]
December 31, 1998, Nantucket had total assets of $44 million, operating
revenues of $15.1 million, and net income of $500,000. Nantucket is
subject to the regulation of the MDTE and the FERC.
NEET owns and operates a direct current/alternating current
converter terminal facility for the first phase of the Hydro-Quebec and
New England interconnection (``Interconnection'') and six miles of high
voltage direct current transmission lines in New Hampshire.
NEES also owns 99.97 percent of the outstanding voting securities
of NEP, its principal transmission subsidiary. NEP is engaged in the
purchasing, transmitting and selling electric energy at wholesale. In
1998, 98% of NEP's revenues from the sale of electricity was derived
from sales for resale to affiliated companies and two percent from
sales to municipal and other utilities. NEP recently has completed the
sale of substantially all of its non-nuclear generating business and
currently is attempting to sell its minority interests in three
operating nuclear power pants and one fossil-fueled generating station
in Maine.\3\ With the sale of its non-nuclear generating business, NEP
is principally an electric transmission company. For the year ended
December 31, 1998, NEP had total assets of $2.41 billion, operating
revenues of $1.2 billion, and net income of $121.5 million. NEP is
subject to regulation by the MDTE, the NHPUC, the Vermont Public
Service Board, the Connecticut Department of Public Utility Control,
the Maine Public Utilities Commission, the FERC, the Nuclear Regulatory
Commission, and this Commission.\4\
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\3\ NEP also is a holding company because it owns more than ten
percent of the outstanding voting securities of Vermont Yankee
Nuclear Power Corporation, the licensed operator of the Vermont
Yankee nuclear power facility. NEP also has minority interests in
Yankee Atomic Electric Company and Connecticut Yankee Atomic Power
Company, all of which permanently have ceased operations. NEP has
been declared an exempt holding company by Commission order dated
November 25, 1955 (HCAR No. 13048).
\4\ Narragansett, Mass. Electric, Granite State, NEP and
AllEnergy Marketing Company, L.L.C. are members of the New England
Power Pool.
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NEES also owns 53.97 percent of the common stock of N.H. Hydro.
N.H. Hydro operates 121 miles of high voltage direct current
transmission lines in New Hampshire for the second phase of the
Interconnection, extending to the Massachusetts border.
In addition, NEES owns 53.97 percent of Mass. Hydro. Mass. Hydro
operates a direct current/alternating current terminal and related
facilities for the second phase of the Interconnection and 12 miles of
high voltage direct current lines in Massachusetts.
NEES is engaged in non-utility businesses through the following
subsidiaries: LLC; Service Company, New England Hydro Finance Company
(``N.E. Hydro Finance''), NEES Communications, Inc. (``NEESCom''), NEES
Global, NEES Energy, Inc. (``NEES Energy''), AllEnergy Marketing
Company, L.L.C., (``AllEnergy''), Granite State Energy, Inc. (``Granite
State Energy''), NEEI, and Metrowest Realty, LLC.
LLC was formed solely to effect the Transaction. Service Company
provides, at cost, administrative, engineering, construction, legal,
and financial services as NEES and its subsidiaries request under a
service agreement approved by the Commission in accordance with the
Requirements of Rule 90. N.E. Hydro Finance provides debt financing
required by Mass. Hydro and N.H. Hydro. NEESCom provides
telecommunications and information-related products and services. NEES
Global provides consulting services and product licenses to
unaffiliated utilities in the areas of electric utility restructuring
and customer choice. NEES Energy is a marketing subsidiary of NEES.
AllEnergy markets energy commodities (natural gas, propane and oil) and
provides energy-related services, such as marketing, brokering and
sales of energy, audits, fuel supply, repair, maintenance,
construction, operation, design, engineering and consulting to
customers in New England and New York. Granite State Energy provides
energy and energy-related services including sales of electric energy,
audits, power quality, fuel supply, repair, maintenance, construction,
design, engineering and consulting. NEEI participated in domestic and
gas exploration, development and production. As part of NEES' plan to
divest its generating business NEEI sold its oil and gas properties in
February 1998. Metrowest Realty, LLC owns NEES' headquarters complex
and the service center complex occupied by Mass. Electric in
Massachusetts.
EUA directly owns all of the shares of common stock of the three
following electric public utility companies: Blackstone, Eastern
Edison, and Newport.\5\
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\5\ Eastern Edison presently owns all of the outstanding
securities of Montaup. Montaup currently is a subsidiary of Eastern
Edison. On July 12, 1999, EUA filed an application with this
Commission (File No. 70-9527) seeking authority for Eastern Edison
to transfer to EUA, and for EUA to acquire from Eastern Edison, all
of Eastern Edison's investment in Montaup's capitalization. The
Commission issued a notice of the filing on August 23, 1999 (HCAR
No. 27066).
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Blackstone provides retail electric service to approximately 86,000
customers in Rhode Island. For the year ended December 31, 1998,
Blackstone had total assets of $134.1 million, operating revenues of
$130.2 million, and net income of $4.9 million. Blackstone is subject
to the regulation of the RIDIV, RIPUC and the FERC.
Eastern Edison provides retail electric service to approximately
186,000 customers in Massachusetts. For the year ended December 31,
1998, Eastern Edison had total assets of $831.6 million, operating
revenues of $408.2 million, and net income of $29.7 million. Eastern
Edison is subject to regulation by the MDTE and the FERC.
Newport provides retail electric service to approximately 33,000
customers in Rhode Island. For the year ended December 31, 1998,
Newport had total assets of $71.9 million, operating revenues of $59.5
million, and net income of $2.9 million. Newport is subject to the
regulation of the RIDIV, RIPUC and the FERC.
EUA is engaged in nonutility business through the following
subsidiaries: EUA Cogenex; EUA Energy Investment Corporation (``EUA
Energy''); EUA Ocean State; EUA Energy Services, Inc. (``EUA Energy
Services''); EUA Telecommunications Corporation (``EUA
Telecommunications''), and Eastern Edison Electric Company. In
addition, EUA owns all of the common stock of EUA Service.
EUA Cogenex is an energy services company. It has a number of
subsidiary companies: EUA Citizens Conservation Services, Inc., which
serves public and private multi-family housing; EUA Cogenex West
(formerly EUA Highland Corporation), an energy services company that
provides energy conservation services in Colorado, Texas, Ohio, North
Carolina, and certain midwestern states; Northeast Energy Management,
Inc., a demand side management company, and EUA Cogenex-Canada, Inc.
(which holds all of the voting control of EUA Cogenex-Canada Energy
Services, Inc., a company formed to participate in a marketing and
development joint venture with Monenco Agra, an Ontario-based
engineering firm). EUA Cogenex is also the managing general partner of
the following general partnerships which operate and monitor existing
demand side management and/or energy management services contractual
obligations: EUA WestCoast L.P., EUA Energy Capital and Services I, EUA
Energy Capital and Services II, EUA
[[Page 66674]]
FRC II Energy Associates, and Micro Utility Partners of America. As of
December 31, 1998, EUA Cogenex also owned half of the voting power in
APS Cogenex L.L.C., a limited liability company formed to develop,
engineer and construct projects at the National Cancer Institute in an
Army garrison at Fort Detrick, Maryland. For the year ended December
31, 1998, EUA Cogenex had total consolidated assets of $157.2 million,
operating revenues of $54.8 million, and a net loss of $1.3 million.
EUA Energy invests in energy-related projects. The following are
subsidiaries of EUA Energy: Renova LLC, which manufactures energy
efficient lighting products; EUA BIOTEN, Inc. (``EUA BIOTEN''), which
was formed to develop biomass-fueled generating units. EUA BIOTEN owns
all of the common stock of the following companies: BIOTEN Operations,
Inc., which owns a demonstration facility in Tennessee; Eastern Unicord
Corporation, which was formed to invest in the construction of a wood
burning energy plant in New Hampshire; EUA Compression Services, Inc.,
which was formed to provide compression stations along transmission
lines; and EUA TransCapacity, Inc., which was formed to develop and
market services and computer software for natural gas industry
clients.\6\ EUA Energy also holds 9.9 percent of the voting power of
Separation Technologies, Inc. which markets and installs its own
proprietary equipment for separating unburned carbon from coal fly-ash.
For the year ended December 1998, EUA Energy had total assets of $30.4
million, operating revenues of $3.9 million, and a net loss of $5.3
million.
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\6\ EUA states that EUA Energy plans to dissolve Eastern Unicord
Corporation and EUA Compression Services, Inc. before the
Transaction. TransCapacity, L.P. ceased normal operations effective
July 31, 1999.
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EUA Ocean State has ownership interests in two gas-fired generating
units in Rhode Island. For the year ended December 31, 1998, EUA Ocean
State had total assets of $49.2 million and net income of $4.1 million.
EUA Energy Services markets energy and energy-related services. For
the year ended December 31, 1998, EUA Energy Services had total assets
of $500,000 and a net loss of $200,000. EUA states that it plans to
dissolve EUA Energy Services before the Transaction.
EUA Telecommunications provides telecommunications and information
services. For the year ended December 31, 1998, EUA Telecommunications
had total assets of $70,000 and a net loss of $100,000. EUA states that
it plans to dissolve EUA Telecommunications before the Transaction.
EUA Service is a service company under section 13 of the Act. EUA
provides various accounting, financial, engineering, planning, data
processing, and other services to all EUA system companies under rule
90. For the year ended December 31, 1998, EUA Service had total assets
of $35.3 million and net income of $260,000.
Eastern Edison Electric Company has been inactive for over six
years. EUA states that it plans to dissolve Eastern Edison Electric
Company before the Transaction.
As a part of the Transaction, Applicants propose the following
mergers among their electric utility subsidiaries (``Subsidiary
Mergers''): Eastern Edison and Mass. Electric, with Mass. Electric
being the surviving entity,\7\ NEP and Montaup, with NEP being the
surviving entity; and Blackstone, Newport and Narragansett, with
Narragansett being the surviving entity.
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\7\ As part of this merger, Applicants propose that Mass.
Electric will assume Eastern Edison's pollution control revenue
bonds and preferred stock.
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Also, as part of the Transaction, Applicants propose the merger of
EUA Service into Service Company, with Service Company being the
surviving service company, and the former EUA companies entering into
service agreements with Service Company in the form authorized by the
Commission.
Applicants also seek authority for NEES to assume certain
guarantees under various debt instruments of EUA and its subsidiaries
(``EUA System''), including EUA's guaranty of long-term debt of EUA
Cogenex, EUA Cogenex's equity maintenance agreement and EUA Cognex's
short-term debt under the EUA System revolving credit line, and
including EUA's guaranty of the debt of EUA Ocean State.
As part of the Transaction, Applicants propose to acquire
indirectly EUA's nonutility subsidiaries.
Applicants also state that following the Transaction, there will be
a time period before the merger of EUA subsidiaries into NEES
subsidiaries. Applicants request authority, during this time period,
for the EUA subsidiaries to participate in the NEES holding company
system money pool.
If the NGG Merger has not been consummated before the consummation
of the Transaction, Applicants request approval of NEES' financing
arrangements with a syndicate of banks, and authority for NEES to issue
commercial paper or to engage in short-term borrowing, under which NEES
may borrow up to $650 million aggregate amount of debt outstanding at
any one time, in addition to debt borrowings currently authorized,\8\
for the purpose of consummating the Transaction.
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\8\ NEES currently has authority, through December 31, 2002, to
issue short-term notes and/or commercial paper to dealers up to an
aggregate amount of $500 million outstanding at any one time. HCAR
No. 26793 (December 10, 1997).
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Applicants state that as a result of the application of the
purchase method of accounting to the Transaction, the current retained
earnings of EUA and its subsidiary companies will be recharacterized as
additional paid-in-capital. In addition, Applicants state that the
Transaction will give rise to a substantial level of goodwill, the
difference between the aggregate fair values of all identifiable
tangible and intangible (non-goodwill) assets on the one hand, and the
total consideration to be paid for EUA and the fair value of the
liabilities assumed, on the other. Applicants request authority to pay
dividends out of the additional paid-in-capital account up to the
amount of the EUA subsidiary companies' aggregate retained earnings
just before the Transaction and out of earnings before the amortization
of the goodwill after the Transaction.
Northeast Utilities, et al. (70-9541)
Northeast Utilities (``NU''), a registered public utility holding
company, Western Massachusetts Electric Company (``WMECO''), an
electric utility subsidiary of NU, both located at 174 Brush Hill
Avenue, West Springfield, Massachusetts 01090; The Connecticut Light
and Power Company (``CL&P''), an electric utility subsidiary of NU, NU
Enterprises, Inc., (``NUEI'') a sub holding company over certain of
NU's nonutility subsidiaries, Northeast Generation Company (``NGC'')
and Northeast Generation Services Company (``NGSC''), Select Energy,
Inc. (``SE''), Select Energy Portland Pipeline Inc. (``SEPPI''), each a
direct subsidiary of NUEI and an indirect nonutility subsidiary of NU,
all located at 107 Selden Street, Berlin Connection 06037; Public
Service Company of New Hampshire (``PSNH'') and North Atlantic Energy
Corporation (``NAEC''), and an electric utility subsidiary of NU, and
both located at 1000 Elm Street, Manchester, New Hampshire 03015; HEC
Inc. (``HEC''), a direct subsidiary of NUEI and an indirect nonutility
subsidiary of NU, and Select Energy Contracting, Inc. (``SECI''), a
direct subsidiary of HEC and an indirect nonutility subsidiary of NU,
both
[[Page 66675]]
located at 24 Prime Parkway, Natick, Massachusetts 01760; Reeds Ferry
Supply Co., Inc. (``Reeds'') a direct subsidiary of HEC and an indirect
nonutility subsidiary of NU, located at 605 Front Street, Manchester,
New Hampshire 03102; and HEC Energy Consulting Canada Inc. (``HEC
Energy'') direct subsidiary of HEC and an indirect nonutility
subsidiary of NU, located at 242 Simcoe Street, Niagara on the Lake,
Ontario, Canada L0S1J0 (collectively, ``Applicants'') have filed an
application-declaration under sections 6(a), 7, 9(a), 10 and 12(c) of
the Act and rules 46(a) and 54 under the Act.
Applicants request authorization, through December 31, 2004, for:
(1) CL&P to pay dividends to and/or repurchase stock from NU out of
capital or unearned surplus in an amount not to exceed $310 million;
(2) CL&P to pay dividends and/or repurchase stock in accordance with
the provisions of CL&P's dividend covenant under its first mortgage
indenture and deed of trust (``Mortgage Indenture'') \9\ dated May 1,
1921 to the Bankers Trust Company as trustee; (3) WMECO to pay
dividends to and/or repurchase stock from NU out of capital or unearned
surplus in an amount not to exceed $145 million; (4) PSNH to pay
dividends to and/or repurchase stock from NU out of capital or unearned
surplus in an amount not to exceed $297 million; (5) NAEC to pay
dividends to and/or repurchase stock from NU out of capital or unearned
surplus in an amount not to exceed $164 million; (6) NUEI to pay
dividends to and/or the repurchase stock from NU out of capital or
unearned surplus in an amount not to exceed $132 million; (7) NGC to
pay dividends to and/or the repurchase stock from NUEI out of capital
or unearned surplus in an amount not to exceed $10 million; (8) NGSC to
pay dividends to and/or repurchase stock from NUEI out of capital or
unearned surplus in an amount not to exceed $10 million; (9) SE to pay
dividends to and/or repurchase stock from NUEI out of capital or
unearned surplus in an amount not to exceed $70 million; (10) HEC and
SEPPI to pay dividends to and/or repurchase stock from NUEI out of the
capital or unearned surplus; and (11) Reeds, SECI and HEC Energy to pay
dividends to and/or repurchase stock from HEC out of capital or
unearned surplus.\10\ Further, NU requests authorization to issue 8.5
million shares of NU stock through December 31, 2000.
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\9\ The Mortgage Indenture provides, among other things, that
cash dividends may not be paid on the capital stock of CL&P, or
distributions made, or capital stock purchased by CL&P, in an
aggregate amount which exceeds CL&P's earned surplus after December
31, 1966, plus the earned surplus of CL&P accumulated prior to
January 1, 1967 in an amount not exceeding $13,500,000, plus such
additional amount as may be authorized or approved by the Commission
under the Act.
\10\ Collectively, HEC, SECI, HEC Energy and Reeds will pay
dividends and/or repurchase stock out of capital or unearned surplus
in an amount not to exceed $19 million. SEPPI will pay dividends
and/or repurchase stock out of capital or unearned surplus in an
amount not to exceed $8.5 million.
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Applicants note that each of the states in which CL&P, WMECO, PSNH
and NAEC (collectively, ``Utilities'') operate, i.e., Connecticut,
Massachusetts, and New Hampshire, has enacted or will enact in the near
future, restructuring legislation (``Restructuring Legislation'') that
is intended to deregulate the electric utility industry and provide
retail customers with a choice of electricity providers.\11\ The
Restructuring Legislation has, or will, require the Utilities to, among
other things, divest their generating assets.
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\11\ The transmission and distribution of electricity will
continue to be provided by the local utilities at regulated rates.
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Applicants state that because the Restructuring Legislation
mandates divestiture of generating assets and allows for the issuance
of rate reduction bonds, the Utilities will almost simultaneously
experience a significant decrease in the amount of tangible assets that
they own and receive a significant influx of cash. Applicants propose
to reduce their common equity capitalizations to reflect the Utilities
unique financial situation.
Under the Restructuring Legislation, the electric generating assets
of CL&P, PSNH and WMECO will be sold, and PSNH will buy out its power
purchase agreement with NAEC. In addition to the proceeds raised from
these sales of generating assets, CL&P, PSNH and WMECO, will receive
proceeds from the issuance of rate reduction bonds as part of the
restructuring process.\12\ the Utilities plan to apply the net proceeds
of their restructuring transactions, among other things, to retire
outstanding debt and preferred stock, to buy down existing power
purchase agreements with independent power producers (except NAEC,
which has no such agreements) and to reduce their capitalizations.\13\
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\12\ The Restructuring Legislation allow for the issuance of
rate reduction bonds to finance a portion of a utility's standard
costs through securitization transactions. NAEC does not expect to
receive proceeds from the issuance of rate reduction bonds.
\13\ The buy-down of power purchase contracts and the retirement
of debt and preferred stock can be accomplished without Commission
approval.
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Applicants note that as a result of securitization debt, the
issuance of rate reduction bonds, and the accounting treatment of the
debt, NU and the Utilities equity-to-capitalization ratio will fall
below the Commission's 30% equity standard.\14\ Therefore, the
Utilities request an exemption from the 30% equity standard through
December 31, 2012 and NU seeks an exemption from the 30% equity
standard through December 31, 2001.
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\14\ See Georgia Pacific Co., 45 S.E.C. 610, 615 (1974).
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CL&P expects to use approximately $310 million to reduce its common
equity capitalization, WMECO expects to use approximately $145 million
to reduce its common equity capitalization, PSNH expects to use
approximately $297 million to reduce its common equity capitalization
and NAEC expects to use approximately $164 million to reduce its common
equity capitalization.\15\
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\15\ To reduce common equity capitalizations, the Utilities will
either pay dividends to NU, buy back a portion of their outstanding
common stock owned by NU, or some combination of the above
transactions.
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Applicants state that the payment of dividends would not impair the
financial integrity of CL&P, PSNH, WMECO or NAEC because, after the
payment of these dividends, each Utility would still have adequate cash
to operate its substantially smaller business.
NU seeks to reduce its equity capitalization through NUEI, NGC,
NGSC, SE, HEC, Reeds, SECI, HEC Energy, and SEPPI, (collectively,
``competitive Subsidiaries''). To reduce common equity capitalizations,
the Competitive Subsidiaries will either pay dividends to either NU or
NUEI, buy back a portion of their outstanding common stock owned by NU
or NUEI, or some combination of the above transactions. NU may also
reduce its equity capitalization through the payment of dividends and/
or the repurchase of stock from HEC by Reeds, SECI and HEC Energy; in
each case out of capital or unearned surplus.
The Competitive Subsidiaries anticipate that they may have
unrestricted cash available from time to time for distribution in
excess of their current or retained earnings. To best arrange and
deploy the NU system's equity capital, the Competitive Subsidiaries
propose to use some of this unrestricted cash for the payment of
dividends to NU, HEC and NUEI or to effect a stock repurchase from NU,
HEC and NUEI, the proceeds of which NU ultimately would use to reduce
its
[[Page 66676]]
capitalization or for other corporate purposes.\16\
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\16\ Applicants state that the payment of dividends by the
Competitive Subsidiaries directly or indirectly to NU or the
repurchase of stock by the Competitive Subsidiaries is part of the
NU system's overall plan to maintain its level of investment in each
subsidiary that will most benefit its shareholders and ratepayers,
and that this flexibility will improve, rather than harm, the
financial integrity of the NU system and its operating companies.
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NU seeks authority to issue 8.5 million shares through December 31,
2000, in order to fund the share portion of its proposed merger with
Yankee Energy System, Inc. (see File No. 70-9535). To facilitate the
merger, NU anticipates entering into one or more forward stock purchase
contracts (collectively, ``Forwards'') with a third party to repurchase
NU shares.\17\ Applicants state that because NU does not yet have
sufficient proceeds from the various restructuring transactions
described above, Forwards provide NU with a viable method of obtaining
its own shares at anti-dilutive prices and with no balance sheet impact
during the carrying period.
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\17\ NU estimates that the issuance of 8.5 million shares is
adequate to compensate for the possibility of negative Forward
settlements.
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Northeast Utilities, et al. (70-9543)
Northeast Utilities (``NU''), a registered public utility holding
company, located at 174 Brush Hill Avenue, West Springfield,
Massachusetts 01090 and Northeast Generation Services Company
(``NGSC''), an indirect nonutility subsidiary of NU, located at 107
Selden Street, Berlin, Connecticut 06037 have filled an application-
declaration under sections 6(a), 7, 12(b), 13(b), 32 and 33 of the Act
and rules 45, 53, 54, 87, 90 and 91 under the Act.
Background
NU and each of its utility subsidiaries \18\ are currently subject
to, or will be subject to in the near future, state mandated electric
utility restructuring legislation (``Restructuring Legislation''). The
Connecticut and Massachusetts Restructuring Legislation provided that
CL&P and WMECO divest their non nuclear generating assets and further
allowed for the issuance of rate reduction bonds to finance a portion
of the utility's stranded costs through securitization transactions.
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\18\ NU's utility subsidiaries are: The Connecticut Light and
Power Company (``CL&P''), Western Massachusetts Electric Company
(``WMECO''), Public Service Company of New Hampshire and North
Atlantic Energy Corporation.
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In July 1999, CL&P and WMECO contracted to sell, for $865.5
million, 1,329 megawatts of hydroelectric and pumped storage generating
assets (``Utility Assets'') \19\ to Northeast Generation Company
(``NGC''), an indirect nonutility subsidiary of NU that intends to file
for exempt wholesale generator (``EWG'') status with the Federal Energy
Regulatory Commission (``Generation Transaction''). As a result of the
Generation Transaction, NGC executed purchase and sale agreements
(``PSA'') with CL&P and WMECO, respectively.
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\19\ The Utility Assets are comprised of 10 hydroelectric
facilities owned by CL&P located in Connecticut, the Northfield
Mountain pumped storage station (81% owned by CL&P and 19% owned by
WMECO) located in Massachusetts, and the Cabot and Turners Falls No.
1 hydroelectric stations owned by WMECO and located in
Massachusetts.
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Transactions
NU seeks authority to enter two assumption agreements (``
Assumption Agreements''). At the time of the Generation Transaction,
NGC did not have financial resources, and therefore, NU executed
Assumption Agreements to facilitate the Generation Transactions. The
Assumption Agreements provide that NU will, subject to regulatory
approval, perform the obligations set forth in the PSA as if it were
the purchaser of the Utility Assets if NGC does not perform its
obligations. NU estimates its obligations under the Assumption
Agreement to be approximately $13 million.
NU further requests authorization, through June 30, 2001, to
contribute $475 million (``Equity Investment'') to NU Enterprises, Inc.
(``NUEI''), a sub holding company over certain of NU's nonutility
subsidiaries. Thereafter, NUEI will contribute the Equity Investment to
NGC and NGC will use the Equity Investment to finance the acquisition
of the Utility Assets.
NGSC will provide services to NGC under a service agreement
(``Service Agreement''),\20\ and requests an exemption from the at-cost
standards of section 13(b) and rules 87, 90 and 91 under the Act.
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\20\ Under the Service Agreement, NGSC will provide NGC with a
variety of administrative, operation, management and support
services.
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As a result of NGC's acquisition of Utility Assets and the Equity
Investment, NU's aggregate investment in EWGs and foreign utility
companies (``FUCOs'') will be approximately 85% of ``consolidated
retained earnings,'' as defined in rule 53 under the Act.
By order dated November 12, 1998 (HCAR No. 26939) (``Order''), the
Commission authorized NU and NEWCO (now known as ``NUEI'') \21\ to,
among other things, provide guarantees and similar forms of credit
support or enhancements (collectively ``Guarantees'') in an amount not
to exceed $75 million. The Order further authorized NU and NUEI to
issue Guarantees in support of NU's investment in EWG or FUCO. By order
dated May 19, 1999 (HCAR No. 27029), the Commission authorized an
increase in Guarantee authority from $75 million to $250 million, and
by order dated October 21, 1999 (HCAR No. 27093), the Commission
authorized an increase in Guarantee authority from $250 million to $500
million.
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\21\ NUEI is engaged, through the use of multiple subsidiaries,
in various energy-related and other activities.
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Under the terms of these orders and rule 53(a)(1) under the Act, NU
may not use the net proceeds of issuances of securities to invest in
EWGs or FUCOs or issue guarantees for obligations in support of EWGs or
FUCOs in NU's ``aggregate investment,'' as defined in rule 53(a) under
the Act, exceeds 50% of NU's consolidated retained earnings. NU
requests that the Commission modify this limitation and exempt NU from
the requirements of rule 53(a)(1). Specifically, NU requests an order
that would allow it, through June 30, 2001, to use financing proceeds
to invest in EWGs and FUCOs and to issue guarantees of the obligations
of these entities in an aggregate amount that, when added to NU's
aggregate investment in EWGs and FUCOs, would not at any time exceed
100% of NU's consolidated retained earnings.
As of June 30, 1999, NU has invested an aggregate amount of
approximately $6 million in EWGs or FUCOs, or approximately 1% of its
consolidated retained earnings. NU's consolidated retained earnings was
approximately $579 million at June 30, 1999.
NU states that the issuance and sale of securities to finance an
investment in EWGs or to guarantee the securities of an EWG in an
aggregate amount of up to 100% of consolidated retained earnings will
not have a substantial adverse impact on the financial integrity of the
NU system, or an adverse impact on any utility subsidiary of NU, its
customers, or the ability of the affected state commissions to protect
customers. In addition, NU states that it will not seek recovery
through higher rates to its utility subsidiaries' customers in order to
compensate for any possible losses that may be sustained on the
investment in NGC or for any inadequate returns on these investments.
Chevron Corporation (70-9553)
Chevron Corporation (``Chevron''), 575 Market Street, San
Francisco, California 94105; Chevron U.S.A. Inc. (``Chevron USA``),
1301 McKinney,
[[Page 66677]]
Houston, Texas 77010; Illinova Corporation (``Illinova''), 500 South
27th Street, Decatur, Illinois 62521, an Illinois public-utility
holding company exempt from registration under section 3(a)(1) of the
Act; and Energy Convergence Holding Company (``New Dynegy''), 1000
Louisiana, Suite 5800, Houston, Texas 77002 (collectively
``Applicants'') have filed an application under sections 9(a)(2) and 10
of the Act.
Chevron USA is a wholly owned subsidiary of Chevron. Upon
completion of the proposed transactions described below, Chevron USA
will own approximately 28% of the common stock of New Dynegy. New
Dynegy proposes to acquire Illinova. New Dynegy states that it will
qualify for the exemption from registration provided for in section
3(a)(1) of the Act and rule 2 under the Act. Chevron and Chevron USA
will seek no-action relief under section 2(a)(7) of the Act concerning
their status following the acquisition.
Chevron, a Delaware corporation, manages its investments in, and
provides administrative, financial, and management support to, domestic
and foreign subsidiaries and affiliates that engage in petroleum and
chemical operations in the United States and approximately 90 other
countries. Neither Chevron nor Chevron USA currently has any public-
utility company subsidiaries, neither is an affiliate of a public-
utility company, and no part of either company's income is derived from
the operations of a public-utility company as defined by the Act.
Chevron USA is a Pennsylvania corporation which conducts operations
worldwide through its various divisions. Its principal business
activity is in its domestic upstream division that explores for and
produces crude oil, natural gas liquids, and natural gas in the United
States and its domestic downstream division that refines, markets, and
transports gasoline and other refined products in the United States.
Chevron USA owns approximately 29% of the outstanding common and
preferred stock of Dynegy Inc. (``Dynegy''), which markets and trades
natural gas, natural gas liquids, electricity, and coal. Dynegy also
owns power generation subsidiaries that develop, own, and operate
projects that are not electric utility companies under the Act,
including exempt wholesale generators (``EWGs''), as defined in section
32 of the Act, and companies with interests in qualifying facilities
(``QFs'') under the Public Utility Regulatory Policies Act of 1978. The
majority of Chevron's natural gas production, as well as the natural
gas liquids extracted from that gas, are committed to Dynegy under
various commercial agreements. In addition to Chevron USA, Dynegy has
two industrial shareholders: NOVA Gas Services (U.S.) Inc. (``NOVA'')
and BG Holdings, Inc. (``BG''), each of which owns approximately 25% of
the outstanding voting stock of Dynegy.\22\
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\22\ Of the remaining outstanding voting stock of Dynegy, 11% is
owned by management and the balance is publicly owned.
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Illinova, an Illinois corporation, owns four subsidiaries with
either public utility or energy-related operations: Illinois Power
Company (``Illinois Power''); Illinova Generating Company (``Illinova
Generating''); Illinova Energy Partners, Inc. (``Illinova Energy'');
and Illinova Power Marketing, Inc. (``Illinova Marketing''). Illinois
Power is Illinova's principal public-utility company subsidiary and is
engaged in the generation, transmission, and distribution of electric
energy and the sale of electric energy at wholesale and retail.
Illinois Power also owns facilities for the distribution of natural gas
and is engaged in the sale of natural gas at retail. It provides
traditional utility service subject to state regulation to
approximately 570,000 retail electric and 400,000 retail gas
distribution customers located throughout central Illinois, and also
transmits and sells power at wholesale. All of Illinois Power's utility
assets are located in Illinois. Illinois Power is regulated by the
Illinois Commerce Commission (``ICC'') and the Federal Energy
Regulatory Commission (``FERC'').
Illinova Marketing, a wholly owned subsidiary of Illinova, is
undertaking to own and operate 3,812 megawatts (``MW'') of fossil-fired
generating capacity in Illinois formerly owned by Illinois Power.
Illinova Marketing will use this generating capacity primarily to meet
the power requirements of Illinois Power during the period of
transition to competition in the electric power industry established
under Illinois law.
Illinova Generating owns interests in EWGs and QFs located
throughout North America, as well as interests in several generation
facilities located outside of North America. It also owns 20% of the
stock of Electric Energy Incorporated (``EEInc''), a public-utility
company which generates electricity at a plant located in Joppa,
Illinois for sale to the United States government nuclear processing
plant near Paducah, Kentucky. Approximately 70% of the revenues
associated with the Joppa plant are derived from sales to the United
States Department of Energy under a contract that extends until 2005.
Sponsoring utilities, including Illinois Power, purchase electric power
from EEInc in excess of the federal government's requirements.
Illinova Energy brokers and markets electric power and gas. It also
develops and sells energy-related services to the unregulated energy
markets in the United States and Canada and owns interests in several
gas marketing companies.
Illinova's revenues for 1998 were $2.43 billion, producing a net
loss of $1.38 billion. Recently, the public-utility income of Illinova
derived from Illinois Power has been negative and is the primary source
of Illinova's consolidated net loss. In 1998, approximately 73% of
Illinova's operating revenues were derived from Illinois Power's sale,
transmission, and distribution of electricity, and 12% of Illinova's
operating revenues were derived from Illinois Power's sale and
transportation of natural gas. Approximately 15% of Illinova's
operating revenues in 1998 came from its other, diversified
enterprises.
New Dynegy is an Illinois corporation formed for the purposes of
effectuating the transaction described below (``Transaction''). New
Dynegy currently has no material assets and no public utility assets,
subsidiaries, or affiliates.
The Transaction involves a combination of Dynegy and Illinova
through a series of mergers that will establish New Dynegy as a public-
utility holding company. New Dynegy will initially have two wholly
owned subsidiaries, an Illinois corporation and a Delaware corporation,
that will serve as acquisition companies. Illinova will be merged with
the Illinois acquisition company, with Illinova surviving the merger,
and Dynegy will be merged with the Delaware acquisition company, with
Dynegy surviving the merger. Upon completion of the transaction,
Illinova and Dynegy will be wholly owned subsidiaries of New Dynegy.
The parties intend to simplify the New Dynegy holding company system
after the Transaction by eliminating Illinova as a tier in the holding
company structure.
In the Transaction, each Dynegy shareholder will elect to receive
either cash or shares in New Dynegy. However, only approximately 40% of
the shares of Dynegy common stock will be exchangeable for cash, with
the remaining shares of Dynegy being exchangeable for shares of New
Dynegy Class A common stock, Class B common stock, or Series A
preferred stock.\23\
[[Page 66678]]
Each share of Illinova common stock will be exchangeable for one share
of New Dynegy Class A common stock.
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\23\ The New Dynegy Class A common stock will be issued to the
management and public shareholders of Dynegy. The New Dynegy Class B
common stock will be issued to Chevron USA. NOVA and BG will receive
New Dynegy Class A preferred stock in the Transaction.
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BG and NOVA have elected to receive all cash for their Dynegy
shares, but the 40% limit on the cash portion of the merger
consideration results in their receiving at least some portion of their
consideration in the form of Series A preferred stock. To facilitate
the Transaction and assist NOVA and BG in liquidating their investment
in Dynegy, Chevron USA has agreed to purchase from New Dynegy
additional shares of New Dynegy's Class B Common Stock for an aggregate
purchase price of between $200 and $240 million. To the extent that BG
and NOVA would otherwise receive less than 75% cash in exchange for
shares of Dynegy Common Stock, Chevron USA has agreed to increase its
investment, up to a maximum of $240 million.
Illinova states that it seeks this business combination with Dynegy
in order to achieve financial, managerial and operating benefits that
will position Illinova and Illinois Power to compete in the
increasingly competitive wholesale and retail energy markets that have
developed as a result of state and federal regulatory change. In these
restructured markets, Illinova expects that customers, whether
wholesale or retail, will purchase generated electricity separately
from transmission and distribution services. In the case of
electricity, recently enacted Illinois legislation provides that
customers will have a choice in selecting their electricity provider,
regardless of the geographic proximity of the source of physical
generation to the customer. Illinova believes Dynegy will complement
the utility operations of Illinois Power and allow Illinova to combine
its small energy trading operations with the larger trading and
marketing operations of Dynegy. A broader slate of energy products and
an effective marketing organization will permit Illinova to remain
competitive both for customers and for capital needed for exempt
operations and public-utility company operations.
The Southern Company, et al. (70-9557)
The Southern Company (``Southern''), a registered holding company,
270 Peachtree Street, NW, Atlanta, Georgia 30303; and its subsidiary
companies, Alabama Power Company, 600 North 18th Street, Birmingham,
Alabama 35291; Gulf Power Company, One Energy Place, Pensacola, Florida
32520; Mississippi Power Company, 2992 West Beach, Gulfport,
Mississippi 39501; Savannah Electric and Power Company, 600 Bay Street
East, Savannah, Georgia 31401; Southern Communications Services, Inc.,
5555 Glenridge Connector, Suite 500, Atlanta, Georgia 30342; Georgia
Power Company, Southern Company Energy Solutions, Inc., and Southern
Company Services, Inc., all located at 241 Ralph McGill Boulevard,
N.E., Atlanta, Georgia 30308; Southern Energy Resources, Inc., 900
Ashwood Parkway, Suite 500, Atlanta, Georgia 30338; and Southern
Nuclear Operating Company, Inc., 40 Inverness Center Parkway,
Birmingham, Alabama 35242, (collectively, ``Applicants'') have filed an
application-declaration under sections 6(a), 7, 9(a), 10, 32 and 33 of
the Act and rules 53 and 54 under the Act.
Southern proposes to issue and sell up to 60,000,000 additional
shares of its authorized but unissued common stock, par value $5 per
share, under its Southern Investment Plan (``SIP'').\24\ Southern also
proposed to issue and sell up to 25,000,000 additional shares of its
authorized but unissued common stock, par value $5 per share, under The
Southern Company Employee Savings Plan (``Savings Plan''). Southern
further proposes to issue and sell up to 3,000,000 additional shares of
its authorized but unissued common stock, par value $5 per share in
order to provide common stock for The Southern Company Employee Stock
Ownership Plan (``ESOP''). Southern proposes to issue and sell shares
of its common stock for these plans from time to time on or before
September 30, 2004.
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\24\ The number of shares Southern proposes to issue for the
plans discussed in the application-declaration may be adjusted from
time to time for any share split or distributions later authorized
by the Commission.
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Southern Investment Plan
The SIP provides shareholders of record of Southern's common stock
with a means of purchasing additional shares through the reinvestment
of cash dividends and/or through optional cash payments. In addition,
the SIP has a direct purchase feature that enables other eligible
investors to become participants by making initial cash payments for
the purchase of common stock.
Shares of common stock are purchased under the SIP, at the option
of Southern, from newly issued shares or shares purchased on the open
market. The price per share for shares purchased on the open market
will be the weighted average price paid to acquire the shares,
excluding broker commissions. When shares are purchased from Southern
using cash dividends, the price per share generally will be equal to
the average of the high and low sale prices on the dividend payment
date. When shares are purchased from Southern with the investor's cash
payments, the price per share generally will be equal to the average of
the high and low sale prices on the 10th or 25th of the month, as
applicable.
Employee Savings Plan
Under the Savings Plan, each employee of Southern's subsidiaries
may generally contribute, through payroll deductions, up to sixteen
percent of his compensation to an account administered on his behalf
under the Savings Plan (``Voluntary Participant Contribution''). In
addition, a Savings Plan member may elect to have his taxable
compensation reduced up to sixteen percent, with that amount to be
contributed to his account under the Savings Plan (``Elective Employer
Contribution''). The maximum Voluntary Participant Contribution would
be reduced by the percent, if any, which is contributed as an Elective
Employer Contribution on behalf of the Savings Plan member. In
addition, each Southern associate employing a Savings Plan member
currently contributes, on behalf of the member, an amount equal to
seventy-five percent of his combined Voluntary Participant Contribution
and Elective Employer Contribution, but only to the extent that the sum
of the Voluntary Participant Contribution and the Elective Employer
Contribution does not exceed six percent of his compensation. Each
Savings Plan member must direct that his contributions be invested in
one or more of several funds, including a Southern Company Stock Fund
consisting of Southern's common stock.
Investment purchases for the funds may be made either on the open
market or by private purchase, provided that no private purchase may be
made of common stock of Southern at a price greater than the last sale
price or the highest current independent bid price, whichever is
higher, for the stock on the New York Exchange, plus any applicable
commission. In addition, common stock of Southern may be purchased
directly from Southern under the SIP or under any other similar plan
made available to holders of record of shares of common stock of
Southern, at the purchase price provided for in that plan.
[[Page 66679]]
Employee Share Ownership Plan
The purpose of the ESOP is to enable eligible employees of Southern
Company Services, Inc. (``SCS'') and other affiliates or subsidiaries
of Southern that adopt the ESOP (the ``Employing Companies'') to share
in the future of Southern, to provide participants with an opportunity
to accumulate capital for their future economic security, and to enable
participants to acquire Southern common stock. All of the Applicants
are currently Employing Companies.
The ESOP permits the Employing Companies to contribute cash or
common stock in an amount or under a formula that SCS will determine in
its sole and absolute discretion. Cash contributions would be used to
purchase common stock at market value, as determined by SCS. Cash
dividends paid on the contributed common stock allocated to
participating employees' accounts generally would be reinvested in
additional shares of common stock, unless the employees elects to have
the dividends distributed to him.
Southern states that the proceeds from the proposed sale of the
common stock will be used by Southern to acquire the securities of
associate companies and interests in other businesses, including
interests ``exempt wholesale generators'' (``EWGs'') and ``foreign
utility companies'' (``FUCOs''), in any transaction permitted under the
Act, and for other general corporate purposes. Southern does not seek
in this proceeding any increase in the amount it is permitted to invest
in EWGs and FUCOs.
For the Commission by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-30919 Filed 11-26-99; 8:45 am]
BILLING CODE 8010-01-M
