[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