[Federal Register Volume 63, Number 239 (Monday, December 14, 1998)]
[Notices]
[Pages 68807-68808]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-33069]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26950]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
December 8, 1998.
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 transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by December 29, 1998, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarants(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 fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After December 29, 1998, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
C&T Enterprises, Inc., et al.
(70-9361)
Tri-County Rural Electric Cooperative, Inc. (``Tri-County''), 22
North Main Street, Box 256, Mansfield, Pennsylvania 16933-0448, a rural
electric cooperative and a holding company exempt from all provisions
of the Act, except section 9(a)(2), under section 3(a)(1),\1\ and
Claverack Rural Electric Cooperative, Inc. (``Claverack''), a rural
electric cooperative not currently subject to the Act, and C&T
Enterprises, Inc. (``C&T''), a corporation newly formed by Tri-County
and Claverack and currently not subject to the Act, both located at
Rural Route 2, Box 17, Wysox, Pennsylvania 18854, have filed an
application requesting an order: (1) approving the acquisition
(``Acquisition''), under sections 9(a)(2) and 10 of the Act, of the
stock of Citizens' Electric Company (``Citizens'') by C&T; and (2)
granting Tri-County, Claverack and C&T, upon consummation of the
Acquisition, an exemption under section 3(a)(1) of the Act from all of
the provisions of the Act, except section 9(a)(2).
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\1\ Tri-County Rural Electric Cooperative, Inc., Holding Co. Act
Release No. 26167 (Nov. 22, 1994).
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Tri-County is engaged in the distribution of electricity throughout
a 4.484 square mile service area in seven counties in north-central
Pennsylvania. As of December 31, 1997, Tri-County provided retail
electric service to approximately 17,000 customers. Tri-County is not
subject to utility regulation by any state or federal agency and is
specifically exempted from any regulation by the Pennsylvania Public
Utility Commission (``PA PUC'') under the Pennsylvania Electric
Cooperative Corporation Act.
Tri-County owns all of the stock of Wilderness Area Utilities, Inc.
(``Wilderness''), which is a Pennsylvania public utility holding
company exempt from all provisions of the Act, except section 9(a)(2),
under section 3(a)(1) of the Act.\2\ Wilderness has only one public
utility subsidiary company, Wellsboro Electric Company (``Wellsboro''),
which is a Pennsylvania investor-owned public utility. Wellsboro is
engaged in the generation, transmission and distribution of electricity
to approximately 5,500 customers in an approximately 266 square mile
area in north-central Pennsylvania. Wellsboro is subject to regulation
by the PAPUC. There are no other companies under Wilderness' holding
company structure.
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\2\ Id.
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Claverack is engaged in the distribution of electricity throughout
a service territory of approximately 1,820 square miles in an eight
county region in north central and north eastern Pennsylvania. As of
December 31, 1997, Claverack provided electric service to approximately
17,000 customers. Claverack is the sole shareholder of one subsidiary,
Susquehanna Energy Plus, Inc. (``SEP''), which is a Pennsylvania
corporation engaged in the property security business. Like Tri-County,
Claverack is not subject to utility regulation by any state or federal
agency
[[Page 68808]]
and is specifically exempted from any regulation by the PA PUC under
the Pennsylvania Electric Cooperative Corporation Act.
C&T is a Pennsylvania corporation incorporated on July 9, 1998. C&T
was formed by Tri-County and Claverack specifically for the purpose of
acquiring and holding shares of Citizens. The aggregate number of
shares authorized by C&T is 100,000 shares of common stock, $100 par
value per share. Tri-County and Claverack each own 1,000 shares of the
common stock of C&T.
Citizens, an investor owned Pennsylvania public utility company, is
principally engaged in the acquisition and distribution of electricity
to approximately 6,300 customers in an approximately 55 square mile
service territory in parts of two counties in central Pennsylvania.
For the fiscal year ended December 31, 1997, Tri-County's operating
revenues, net margin and total assets were approximately $16 million,
$740 thousand, and $47 million, respectively. For the fiscal year ended
December 31, 1997, the operating revenues, net loss and total assets
were: (1) For Wilderness, approximately $87 thousand, $285 thousand,
and $12 million, respectively; and (2) for Wellsboro, approximately $6
million, $196 thousand, and $6 million, respectively.
For the fiscal year ended December 31, 1997, Claverack's operating
revenues, net loss and total assets were approximately $18 million, $17
thousand, and $48 million, respectively.
For the fiscal year ended December 31, 1997, Citizens' operating
revenues, net income and total assets were $9.3 million, $479,195, and
$8.4 million, respectively.
On January 5, 1997, Wilderness and Citizens signed a Memorandum of
Understanding (``MOU'') regarding the purchase of Citizens' stock by
means of a tender offer. Under the terms of the MOU, Wilderness
submitted a tender offer of $79 per share for all of Citizens'
outstanding shares of common stock, which offer expired on April 17,
1998. Citizens has 227 common stockholders holding 139,472 shares of
common stock and no preferred stock. On July 20, 1998, after C&T was
incorporated, Wilderness and Citizens entered into a Second Addendum to
the Memorandum of Understanding (``Addendum'') under which C&T assumed
all of Wilderness' obligations under the MOU.
Following the Acquisition of Citizens, C&T will remain a subsidiary
company of Tri-County and Claverack; however, C&T will become a public
utility holding company by virtue of holding the common stock of
Citizens. There will be no change in the ownership interests of
Wilderness or Wellsboro as a result of the acquisition of Citizens.
Tri-County will continue to hold all of Wilderness' outstanding common
stock, and Wilderness will continue to hold all of the common and
preferred stock of Wellsboro.
The applicants state that the Acquisition will produce benefits to
the electric utility businesses of Tri-County, Claverack and Citizens.
These benefits include: increased financial stability and strength;
reductions in overall operating costs; efficiencies of operations; and
integration of corporate and administrative functions.
Tri-County and Claverack have submitted an application with the PA
PUC seeking regulatory approval to purchase the stock of Citizens.
Neither Tri-County nor Claverack were required to make any required
filings with the Antitrust Division of the United States Department of
Justice or the Federal Trade Commission under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Other than the approval of the PA
PUC and the Commission under the Act, no other regulatory approvals are
deemed necessary for approval of the Acquisition.
Each of Tri-County, Claverack and C&T requests an order under
section 3(a)(1) exempting it from all provisions of the Act, except
section 9(a)(2), following consummation of the Acquisition. Further,
each of Tri-County, Claverack and C&T states that it will be entitled
to an exemption under section 3(a)(1) because each company, and each
material public utility company subsidiary, will be predominantly
intrastate in character and carry on its business substantially in
Pennsylvania, the state in which each company and every material public
utility company subsidiary are organized.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-33069 Filed 12-11-98; 8:45 am]
BILLING CODE 8010-01-M
