[Federal Register Volume 63, Number 39 (Friday, February 27, 1998)]
[Notices]
[Pages 10049-10054]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-5069]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26831]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
February 20, 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 thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto 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 March 16, 1998, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, 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 cases of an attorney at law, by
certificate) should be field with the request. Any request for hearing
shall identify specifically the issues of face or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of
[[Page 10050]]
any notice or order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended, may be
granted and/or permitted to become effective.
Central and South West Corporation et al. (70-8557)
Central and South West Corporation (``CSW''), a registered holding
company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, its utility
subsidiaries, Central Power and Light Company (``CP&L''), 539 North
Carancahua Street, Corpus Christi, Texas 78401-2802, Public Service
Company of Oklahoma (``PSO''), 212 East Sixth Street, Tulsa, Oklahoma
74119-1212, Southwestern Electric Power Company (``SWEPCO''), 428
Travis Street, Shreveport, Louisiana 71156-0001 and West Texas
Utilities Company (``WTU''), 301 Cypress Street, Abilene, Texas 79601-
5820, its service company, Central and South West Services, Inc.
(``Services''), and two nonutility subsidiaries, EnerShop, Inc.
(``EnerShop'') and CSW Energy Services, Inc. (``ESI''), each of 1616
Woodall Rodgers Freeway, Dallas, Texas 75202, have filed a post-
effective amendment under sections 6(a), 7, 9(a), 10 and 12(b) of the
Act and rules 45 and 54 under the Act to their application-declaration
(``Application'') under sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of
the Act and rules 43, 45, 50(a)(5) and 54 under the Act.
CSW, CP&L, PSO, SWEPCO, WTU, Services, EnerShop and ESI
(collectively, ``Applicants'') propose to increase the amount of
authorized borrowings under the existing CSW system of intracorporate
borrowings (``Money Pool''), and related transactions.
By orders of the Commission,\1\ CSW, CP&L, PSO, SWEPCO, WTU and
Services (``Current Money Pool Participants'') are authorized to
participate in the Money Pool through March 31, 2002.
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\1\ See Holding Co. Act Release Nos. 26697 (Mar. 28, 1997),
26254 (Mar. 21, 1995), 26226 (Feb. 1, 1995), 26066 (June 15, 1994),
26007 (Mar. 18, 1994), 25897 (Sep. 28, 1993) and 25777 (Mar. 31,
1993).
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CSW now proposes to increase the maximum aggregate amount of its
short-term borrowings from $1.2 billion to $2.5 billion. The Applicants
further propose that the borrowing limitations of the other Current
Money Pool Participants be increased as follows: CP&L--from $300
million to $600 million, PSO--from $125 million to $300 million,
SWEPCO--from $150 million to $250 million, WTU--from $65 million to
$165 million and Services--from $110 million to $210 million.
CSW states that the proposed increase in short-term borrowings will
cover incremental borrowings of the New Participants, defined below,
authorize CSW to issue commercial paper for interim financing of
acquisitions and investments consistent with the conversion of CSW's
commercial paper program, provide a source of interim funding for open
market repurchases of CSW common stock and support the proposed
increased borrowing limits of the Current Money Pool Participants.
Applicants propose to use proceeds of commercial paper issuances
and other borrowings requested in this Application as a source of
interim financing for acquisitions and investments, other than for
exempt wholesale generators (``EWGs''),\2\ foreign utility companies
(``FUCOs'') \3\ or exempt telecommunications companies (``ETCs'').\4\
CP&L, PSO, SWEPCO and WTU may each use its proposed additional
borrowing capacity for general corporate purposes and as a source of
interim financing for the reacquisition of its securities. Services may
use its proposed additional borrowing capacity for general corporate
purposes and to refinance currently outstanding bank borrowings.
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\2\ EWGs are defined in section 32 of the Act.
\3\ FUCOs are defined in section 33 of the Act.
\4\ ETCs are defined in section 34 of the Act.
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The Applicants further seek authorization either (a) for
EnerShop,\5\ ESI \6\ and any other existing or future CSW first tier
subsidiary (other than an EWG, FUCO or ETC) or company formed under
rule 58 (``Rule 58 Company'') that CSW may wish to include
(collectively, ``New Participants'') to participate in the Money Pool
by making loans to, and borrowing from, the Money Pool, or (b) for CSW
and the New Participants to form and participate in a separate system
of intercorporate borrowings (``New Participants Money Pool'') should
CSW deem proper the formation of a separate money pool based on then
existing regulatory or business considerations.\7\
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\5\ EnerShop is an energy-related company, as defined under rule
58, and is primarily engaged in the business of providing demandside
management services to industrial and commercial customers of both
associate and nonassociate companies. EnerShop proposes to use Money
Pool borrowings for general corporate purposes and as interim
financing for the expansion of its business and investments in
energy-related businesses under rule 58.
\6\ ESI is an energy-related company, as defined under rule 58,
and is primarily engaged in the business of marketing and brokering
energy commodities, and other business activities permitted by rule
58. ESI also proposes to use Money Pool borrowings for general
corporate purposes and as interim financing for the expansion of its
business and investments in other energy-related businesses under
rule 58.
\7\ Applicants state that CSW system companies may from time to
time organize additional Rule 58 Companies and CSW may from time to
time organize additional first tier subsidiaries under an exemption
from the Act or by Commission order. So long as these additional
future companies do not fall within the definition of an EWG, FUCO
or ETC, CSW proposes that these companies, as well as EnerShop and
ESI, be eligible to participate as New Participants in the Money
Pool or the New Participants Money Pool. Money Pool borrowings by
the New Participants are limited by the aggregate investment limit
under rule 58.
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With respect to participation by the New Participants in the Money
Pool, CSW states that their available cash and/or short-term borrowing
requirements would be matched on a daily basis with those of the
Current Money Pool Participants and, therefore, minimize the need of
the CSW system for external short-term borrowing. CSW anticipates that
funds will be loaned from the Money Pool to the New Participants in the
form of open account advances under the same terms and limitations that
currently apply.
If and when a New Participants Money Pool is formed, the New
Participants would not participate in the Money Pool, but CSW would
rely on the increased borrowings requested in this Application to
support both the Money Pool and the New Participants Money Pool. CSW
anticipates that a New Participants Money Pool would be established and
administered in the same manner and subject to the same conditions as
the Money Pool. The aggregate borrowing limits under the New
Participants Money Pool and the Money Pool would not exceed the
aggregate borrowing limit under the Money Pool in effect immediately
prior to establishment of the New Participants Money Pool.
Pending completion of the record, Applicants request the Commission
to reserve jurisdiction over the participation of the New Participants
in the Money Pool and over the formation of, and participation of the
New Participants in, the New Participants Money Pool.
Eastern Utilities Associates, et al. (70-8955)
Eastern Utilities Associates (``EUA''), a registered holding
company, and its subsidiaries, Blackstone Valley Electric Company
(``Blackstone''), Montaup Electric Company (``Montaup''), and Newport
Electric Corporation (``Newport''), each at P.O. Box 2333, Boston,
Massachusetts 02107, and Eastern Edison Company (``Eastern''), 110
Mulberry Street, Brockton, Massachusetts 02403, (collectively,
[[Page 10051]]
``Declarants'') have filed a post-effective amendment under sections
6(a), 7, 12(b), 32 and 33 of the Act and rule 53 under the Act to their
declaration previously filed under sections 6(a), 7 and 12(b) of the
Act and rule 53 under the Act.
By order dated April 15, 1997 (HCAR No. 26704) (``April 1997
Order''), Declarants were authorized, among other things, to issue
notes (``Notes'') under a revolving credit facility (``Facility'').
Under the Facility, Declarants and certain other EUA subsidiaries were
permitted to borrow up to $150 million in the aggregate through a
period ending five years after the closing date of the agreement
forming the Facility.\8\ The April 1997 Order provided that the Notes
would be issued and sold in aggregate amounts not to exceed: $100
million for EUA; $75 million for Cogenex; $20 million for Blackstone;
$75 million for Eastern; $30 million for Montaup; $25 million for
Newport; $15 million for ESC; and $10 million for Ocean State.
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\8\ The other subsidiaries, EUA Cogenex Corporation
(``Cogenex''), EUA Ocean State Corporation (``Ocean State''), EUA
Service Corporation (``ESC''), EUA Energy Investment Corporation
(``EEIC''), and EUA Energy Services, Inc. (``EUA Energy'')
(collectively, ``Associates''), proposed to finance authorized
activities through the Facility. The Associates did not join the
Declaration as parties because financing with exempt from prior
approval under rule 52 under the Act.
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Declarants now propose to make short-term borrowings to supplement
the Facility, from time to time through the period ending July 31,
2002, through the issuance and sale of short-term notes to commercial
banks and other lending institutions (``New Notes''), subject to the
terms and conditions stated below and other customary and reasonable
terms as may be negotiated between the Declarant(s) and the lenders and
incorporated in the New Notes.
The New Notes will be issued and sold in aggregate amounts
outstanding at any one time, together with amounts outstanding under
the Facility, not to exceed the following amounts: $100 million for
EUA; $75 million for Cogenex; $20 million for Blackstone; $75 million
for Eastern; $30 million for Montaup; $25 million for Newport; $15
million for ESC; and $10 million for Ocean State. These amounts are the
same aggregate borrowing limits authorized in the April 1997 Order,
except for the following increases: $25 million for EUA; $5 million for
Montaup; and $5 million for ESC. The New Notes will be renewed from
time to time as funds are required prior to July 31, 2002, provided no
New Notes mature after July 31, 2002.
The New Notes may be issued to banks pursuant to informal credit
line arrangements which provide for borrowings at a floating prime rate
or at available fixed money market rates with a commitment fee equal to
no greater than \1/4\ of 1% multiplied by the line of credit. New Notes
bearing interest at the floating prime rate will be subject to
prepayment at any time without premium. New Notes bearing interest at
available money market rates, which in all cases will be less than the
prime rate at time of issuance, will not be prepayable. The New Notes
may also be issued to banks under more formal credit agreements,
similar to the agreements formed as part of the Facility, with
commercially reasonable terms governing those agreements. The choice of
whether the Declarants enter into informal credit line arrangements or
formal credit agreements with the lending banks will be reserved to the
discretion of the Declarants.
The proceeds from the New Notes will be used for the following: (i)
to pay, reduce, or renew outstanding notes payable to banks as they
become due; (ii) to finance the Declarant's respective cash
construction expenditures; (iii) to acquire, retire or redeem
securities in accordance with rule 42; (iv) in the case of EUA, to make
short-term loans, capital contributions, and open account advances in
accordance with rule 45(b)(4) or rule 52 or as authorized by the
Commission to Cogenex (within the dollar limitation set forth in the
April 1997 Order), EEIC, and EUA Energy and to acquire, retire, or
redeem EUA common stock in accordance with rule 42; (v) for the
Declarants' respective working capital requirements; (vi) for
investment in exempt wholesale generators, as defined in section 32 of
the Act (``EWGs''), and foreign utility companies, as defined in
section 33 of the Act (``FUCOs''); and (vii) for other general
corporate purposes; provided, that the aggregate proceeds of borrowings
under the Facility and the New Notes at any time invested in EWGs and
FUCOs shall not, when added to EUA's ``aggregate investment'' in all
EWGs and FUCOs, exceed 50% of EUA's ``consolidated retained earnings,''
each as defined in rule 53 under the Act; and, provided further, that
at the time of each investment of proceeds of borrowings in an EWG or
FUCO, EUA shall be in compliance with the other requirements of rule
53(a) under the Act, and none of the circumstances stated in rule 53(b)
shall exist.
New England Electric System (70-9167)
New England Electric System (``NEES''), 25 Research Drive.
Westborough, Massachusetts 01582, a registered holding company, has
filed a declaration under sections 6(a) and 7 of the Act and rule 54
under the Act.
NEES proposes to issue, no later than December 31, 2002, up to one
million shares of its common stock to be used to acquire the stock or
assets of one or more ``energy-related companies,'' as defined in rule
58 under the Act. The acquisitions may be made either directly by NEES
or indirectly through a direct or indirect nonutility subsidiary of
NEES.
Wisconsin Energy Corporation (70-9161)
Wisconsin Energy Corporation (``WEC'') 231 West Michigan Street,
Milwaukee, Wisconsin 53203, an electric public utility holding company
exempt from registration under section 3(a)(1) from all provisions of
the Act except section 9(a)(2), has filed an application for an order
under sections 9(a)(2) and 10 of the Act authorizing its proposed
acquisition of all of the issued and outstanding common stock of
ESELCO, Inc. (``ESELCO''), a Michigan electric public utility holding
company exempt from registration under section 3(a)(1) from all
provisions of the Act except section 9(a)(2), and through such
acquisition, ESELCO's Michigan public utility subsidiary company Edison
Sault Electric Company (``Edison Sault''). WEC also requests an order
under section 3(a)(1) continuing its exemption from all provisions of
the Act except section 9(a)(2), following consummation of the proposed
transaction (``Transaction'').\9\
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\9\ The Commission granted WEC a 3(a)(1) exemption by order in
Wisconsin Energy Corp., Holding Co. Act Release No. 24267 (Dec. 18,
1986).
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Edison Sault operates as a public utility exclusively in the state
of Michigan.\10\ It is subject to regulation with respect to retail
electric rates and other matters by the Michigan Public Service
Commission (``Michigan Commission'').
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\10\ Edison Sault is engaged in the generation, purchase,
transmission, distribution and sale of electric energy in the
Eastern Upper Peninsula of Michigan, an area with a population
estimated at 55,000.
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ESELCO has two nonutility subsidiaries. Northern Tree Service, Inc.
(``NTS'') is a tree trimming company that provides tree-related
services to Edison Sault and others. NTS also owns a radio tower near
Engadine, Michigan. ESEG, Inc. is an inactive subsidiary of ESELCO
formed to take title to two submarine electric cables being purchased
from Consumers Energy Company under the Straits of Mackinac. If the
purchase of the cables is
[[Page 10052]]
completed, the applicant represents that, upon the approval of the
Federal Energy Regulatory Commission, ESEG, Inc. will be merged into
Edison Sault simultaneously with the proposed transaction and will then
cease to exist.
For the twelve months ended June 30, 1997, ESELCO's operating
revenues on a consolidated basis were approximately $38.1 million, of
which approximately $38 million was derived from Edison Sault's
electric operations. Consolidated assets of ESELCO and its subsidiaries
at June 30, 1997 were approximately $57.7 million, of which
approximately $57.4 million consists of utility assets. As of June 30,
1997, there were: (1) 1,593,180 outstanding shares of the common stock,
no par value of ESELCO; and (2) 673,929 shares of common stock, no par
value of Edison Sault.
The applicant states that the Transaction is expected to create
significant benefits to the investors and consumers through the
reduction of corporate and operations labor costs and savings are
expected to be achieved through pruchasing economies, a lower cost of
financing for Edison Sault and reduced production and dispatch costs.
ESELCO and WEC have entered into a Reorganization Agreement which
provides for the acquisition of ESELCO by WEC. The Transaction will be
accomplished through the use of a wholly owned subsidiary of WEC
incorporated in the State of Michigan for the sole purpose of
consummating the merger (``Acquisition Sub''). Acquisition Sub will be
merged with ELSELCO, with ESELCO surviving as a wholly owned subsidiary
of WEC. At the effective time of the merger, each outstanding share of
ESELCO common stock will be cancelled and converted into that number of
shares of WEC common stock as is equal to the Exchange Ratio determined
under the Reorganization Agreement. The Exchange Ratio will be equal to
that number (carried to the fourth decimal place) obtained by dividing
$44.50 by the average (calculated as provided in the Reorganization
Agreement) WEC common stock prive.\11\ Based on the number of shares of
WEC and ESELCO common stock outstanding on September 30, 1997, and the
average WEC common stock price for the ten trading days ending on that
date, ELSELCO shareholders would own 2.4% of WEC's outstanding common
stock on that date on a fully diluted basis. Immediately thereafter,
ESELCO will be merged into WEC with WEC as the surviving corporation.
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\11\ No fractional shares will be issued and holders of
fractional share amounts will receive cash for such fractional
shares. Under the Michigan Business Corporation Act, ESELCO
stockholders do not have dissenters' rights.
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As a result of the Transaction, WEC will be a holding company as
defined in section 2(a)(7) of the Act with ownership of two public
utility subsidiaries, Wisconsin Electric Power Company (``WEPCO'') \12\
and Edison Sault. WEC states that following consummation of the
Transaction, it will be entitled to continue its exemption under
section 3(a)(1) from all provisions of the Act except section 9(a)(2)
because it and each of its public utility subsidiaries from which it
derives a material part of its income will be predominantly intrastate
in character and will carry on their utility businesses substantially
within the state of Wisconsin.\13\
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\12\ WEPCO is engaged in the business of generating,
transmitting, distributing and selling electric energy to
approximately 969,000 customers as of December 31, 1996 in a service
area of approximately 12,000 square miles with a population
estimated at 2.3 million in southeastern, central and northern
Wisconsin and in the Upper Peninsula of Michigan.
WEPCO also distributes and sells natural gas to retail customers
and transports customer-owned natural gas, and also purchases,
distributes and sells steam supplied by its Valley Power plant to
customers in the Milwaukee metropolitan area.
\13\ WEC states that, including the Michigan activities of
Edison Sault, it would derive only 8.8% and 8.6% of its utility
revenues for the year ended December 31, 1996 and the twelve months
ended June 30, 1997, respectively, from outside of Wisconsin.
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Columbia Energy Group, et al. (70-9131)
Columbia Energy Group (``CEG'') formerly Columbia Gas System), a
registered holding company, and its nonutility subsidiaries
(``Nonutility Subsidiaries''), Columbia Energy Group Service
Corporation (formerly Columbia Gas System Service Corporation),
Columbia LNG Corporation, Columbia Atlantic Trading Corporation,
Columbia Power Marketing Corporation, Columbia Energy Services
Corporation, Columbia Assurance Agency, Inc., Columbia Energy Marketing
Corporation, Columbia Service Partners, Inc., Energy.Com Corporation,
and Columbia Deep Water Services Corporation, each located at 12355
Sunrise Valley Drive, Suite 300, Reston, Virginia 20191-3420, Columbia
Electric Corporation (formerly TriStar Ventures Corporation), Tristar
Capital Corporation, Tristar Pedrick Limited Corporation, Tristar
Pedrick General Corporation, Tristar Binghamton Limited Corporation,
Tristar Binghamton General Corporation, Tristar Vineland Limited
Corporation, Tristar Vineland General Corporation, Tristar Rumford
Limited Corporation, Tristar Georgetown General Corporation, Tristar
Georgetown Limited Corporation, Tristar Fuel Cells Corporation, TVC
Nine Corporation, TVC Ten Corporation, and Tristar System,Inc., each
located at 205 Van Buren, Herndon, Virginia 22070, Columbia Natural
Resources, Inc., Alamco, Inc., Alamco-Delaware, Inc., and Hawg Hauling
& Disposal, Inc., each located at 900 Pennsylvania Avenue, Charleston,
West Virginia 25302, Columbia Gas Transmission Corporation, 12801
FairLakes Parkway, Fairfax, Virginia 22030-0146, Columbia Network
Services Corporation and CNS Microwave, Inc., each located at 1600
Dublin Road, Columbus, Ohio 43215-1082, Columbia Propane Corporation,
9200 Arboretum Parkway, Suite 140, Richmond, Virginia 23236, and
Columbia Gulf Transmission Corporation, 2603 Augusta, Suite 125,
Houston, Texas 77057, have filed an application-declaration under
sections 6(a), 7, 9(a), 10, 12(b), and 13(b) of the Act and rules
43(a), 45(a), 54, 87 and 90(d)(1) under the Act.
CEG is currently authorized under an order dated March 25, 1996
(HCAR No. 26498) (``Existing CEG Order'') to offer certain consumer
programs. These programs may be offered to customers of associate
distribution companies and of nonassociate distribution companies
served by associate transmission companies (``Authorized Customers'').
These programs include: energy-related safety inspections to
residential and small commercial customers; short-term appliance
financing (less than ten years); bill payment insurance for up to $400
a month for six months if the customer becomes unemployed, disabled or
dies; appliance repair warranties for heating and air conditioning
systems and other major appliances; gas line repair warranties; sale of
various energy related goods; commercial equipment repair warranties;
bill risk management to gas customers interested in hedging energy
price or consumption fluctuations; consulting and fuel management
services to commercial and industrial customers regarding energy
consumption and its measurement; electronic measurement services to
commercial and industrial customers to monitor their energy consumption
and expenditures; and incidental services and sales of goods related to
the consumption of energy and the maintenance of property owned by an
Authorized Customer, the need for which arises as a result of, or
evolves out of, the above services and which do not differ materially
from these services.
[[Page 10053]]
CEG and the Nonutility Subsidiaries now request that the Commission
remove certain of the restrictions imposed in the Existing CEG Order.
One of these restrictions is the requirement that revenues from sales
in states served by associate distribution companies exceed revenues
from customers in all other states. Other restrictions include limits
on the amounts and term of customer financing and of billing insurance
and the requirement that the authorized services be offered only to
Authorized Customers.
In addition, CEG and the Nonutility Subsidiaries request authority,
to the extent not previously granted, to offer an expanded range of
goods and services to customers both within the and outside the United
States. These services include:
1. Energy management services involving the marketing, sale,
installation, operation and maintenance of various products and
services related to both the business of energy management and a
demand-side management (``Energy Management Services''). Energy
Management Services may include energy and efficiency audits; facility
design and process control and enhancements; construction,
installation, testing, sales and maintenance of (and training client
personnel to operate) energy conservation equipment; design,
implementation, monitoring and evaluation of energy conservation
programs; development and review of architectural, structural and
engineering drawings for energy efficiencies, design and specification
of energy consuming equipment; and general advice on programs.
In addition, Energy Management Services may include the design,
construction, installation, testing, sales and maintenance of new and
retrofit heating, ventilating, and air conditioning (``HVAC''),
electrical and power systems, alarm and warning systems, motors, pumps,
lighting, water, water-purification and plumbing systems, and related
structures, in connection with energy-related needs. Energy Management
Services may also include the provision of services and products
designed to prevent, control, or mitigate adverse effects of power
disturbances on a customer's electrical system.
2. Performance contracting services aimed at assisting customers in
realizing energy and other resource efficiency goals. Specific
functions include process control, fuel management, and asset
management services \14\ in respect of energy-related systems,
facilities and equipment located on or adjacent to the premises of a
customer and used by that customer in connection with its business
activities. Energy-related systems, facilities and equipment could
include: (a) distribution systems and substations, (b) transmission,
storage and peak-shaving facilities, (c) gas supply and/or electric
generation facilities (i.e., stand-by generators and self-generation
facilities), (d) boilers and chillers (i.e., refrigeration and coolant
equipment), (e) alarm/warning systems, (f) HVAC, water and lighting
systems, and (g) environmental compliance, energy supply and building
automation systems and controls. These services may be provided to,
among others, qualifying and non-qualifying cogeneration and small
power production facilities, as defined in the Public Utility
Regulatory Policies Act of 1978. In addition, asset management services
may be provided to municipalities and electric cooperatives, and CEG
may directly or indirectly act as agent for these customers on energy
management matters, including the operation and dispatch of generating
facilities.
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\14\ Asset management services include: development;
engineering; design; construction and construction management; pre-
operational start-up testing and commissioning; long-term operations
and maintenance, including system overhaul; load control and network
control; fuel procurement, transportation and storage; fly-ash and
other waste disposal; management and supervision; technical,
training and administrative support; and any other managerial or
technical services required to operate, maintain and manage energy-
related assets physically associated with customer premises.
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3. Consulting services with respect to energy- and gas-related
matters for associate and nonassociate companies, and for individuals
(``Consulting Services''). These services include technical and
consulting services involving technology assessments, power factor
correction and harmonics mitigation analysis, meter reading and repair,
rate schedule design and analysis, environmental services, engineering
services, billing services (including consolidation billing and bill
disaggregation tools), risk management services, communication systems,
information systems/data processing, system planning, strategic
planning, finance, feasibility studies, and other similar or related
services. In addition, CEG and the Nonutility Subsidiaries request
authority for nonutility associates to provide these services to other
nonutility associates at prices other than cost.
4. Certain retail services, which include the provision of
centralized bill payment centers for payment of all utility and
municipal bills and related services, and annual inspection,
maintenance and replacement of energy-related equipment and appliances.
These services also include providing service line repair and extended
warranties with respect to all of the utility- or energy-related
service lines internal and external to a customer's premises, and other
similar or related services, including surge protection. In addition,
these services include marketing services to associate and nonassociate
businesses in the form of bill insert and automated meter-reading
services.
5. Monitoring and response goods and services, which include
products used in connection with energy and gas-related activities that
enhance safety, increase energy/process efficiency, or provide energy-
related information, as well as repair services in connection with such
problems as carbon monoxide leaks and faulty equipment wiring. These
may also include the operation of call/dispatch centers on behalf of
associate and nonassociate companies in connection with the proposed
sale of goods and services or with activities that CBG associates are
otherwise authorized to engage in under the Act.
6. Energy-peaking services via propane-air or liquified natural gas
(``LNG''), which involves the provision of back-up electricity or gas
supply in periods of high or ``peak'' energy demand using a propane-air
mixture or LNG as fuel sources for such back-up services.
7. Project development and ownership activities, which involves the
installation and ownership of gas-fired turbines for on-site generation
and consumption of electricity/
8. Customer appreciation programs, which include the offering of
prepaid phone cards or affinity credit cards to promote customer
goodwill.
In addition, CEG and the Nonutility Subsidiaries request authority
to provide other energy-related goods and services. These include
incidental goods and services closely related to the consumption of
energy and the maintenance of energy consuming property by customers.
The need for these goods and services would arise as a result of, or
evolve out of, the goods and services described above or the goods and
services approved in the Existing CEG Order and do not differ
materially from those goods and services. The proposed incidental goods
and services would not involve the manufacture of energy consuming
equipment but could be related to, among other things, the maintenance,
[[Page 10054]]
financing, sale or installation of such equipment.
CEG may provide these services through one or more direct or
indirect subsidiaries, either independently or through a joint venture
or an alliance with a nonassociate company. In addition, CEG requests
authority to acquire, directly or indirectly, the securities or an
interest in the business of nonassociate companies that derive
substantially all of their revenues from the proposed activities and
those approved in the Existing CEG Order.
CEG seeks authority to provide or broker, directly or indirectly,
financing to or for customers in connection with the proposed
activities and those approved in the Existing CEG Order. Financing for
purchases by CEG utility customers would be provided by nonassociates.
CEG also requests authority for associate distribution companies to
assist in providing customer billing, accounting and other energy-
related services in connection with the proposed sale of those goods
and services and the sale of those goods and services approved in the
Existing CEG Order that are marketed to CEG utility customers. All such
services will be rendered at cost in accordance with section 13(b) of
the Act.
In an order dated December 23, 1996 (HCAR No. 26634), the
Commission reserved jurisdiction over participation by new direct or
indirect subsidiaries of CEG engaged in new lines of business in CEG's
money pool. CEG now requests that the Commission release this
jurisdiction with respect to participation in the money pool by those
direct and indirect subsidiaries that are formed or acquired to engage
in the proposed activities. In addition, CEG and the Nonutility
Services request that the Commission reserve jurisdiction over the
proposed sale of goods and services outside the United States, other
than Energy Management Services and Consulting Services and related
customer financing.
CEG states that it will not seek recovery through higher rates to
customers of the utility subsidiaries to compensate it for any losses
or inadequate returns it may sustain from the proposed sale of goods
and services. CEG additionally states that no associate company will
engage in any of the proposed activities without further Commission
approval if it would become a public utility company within the meaning
of the Act as a result of that activity.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-5069 Filed 2-26-98; 8:45 am]
BILLING CODE 8010-01-M
