[Federal Register Volume 63, Number 229 (Monday, November 30, 1998)]
[Notices]
[Pages 65819-65823]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-31715]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26943]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
November 20, 1998.
Notice is hereby giving 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
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) and any amendment 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 15, 1998, to the Secretary, Securities and Exchange
Commission, Washington, DC 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 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 15, 1998, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
American Electric Power Company, Inc., et al. (70-9021)
American Electric Power Company, Inc. (``AEP''), a registered
holding company, and AEP Resources, Inc. (``Resources''), a subsidiary
of AEP (collectively ``Applicants''), both located at 1 Riverside
Plaza, Columbus, Ohio 43125, have filed a post-effective amendment to
an application-declaration filed under sections 6(a), 7, 9(a), 13(b),
32 and 33 of the Act and rules 45 and 54 under the Act.
By order dated April 27, 1998 (HCAR No. 26864), the Commission
authorized AEP to use the net proceeds of common stock sales and
borrowings to acquire interests in, and to issue guarantees of, the
obligations of exempt wholesale generators, as defined under section 32
of the Act (``EWGs''), and foreign utility companies, as defined under
section 33 of the Act (``FUCOs'' and together with EWGs, ``Exempt
Projects''). Under that order, the aggregate amount of such sales,
borrowing and guarantees would not, when added to AEP's ``aggregate
investments'' (as defined in section 32) in all Exempt Projects, exceed
100% of AEP's ``consolidated retained earnings'' (as defined in section
32).
Applicants now request authority to make investments, through
December 31, 2000, in Exempt Projects, directly or indirectly through
one or more subsidies (``Intermediate Subsidiaries''). Any direct or
indirect investment in an Intermediate Subsidiary holding an interest
in an Exempt Project will be treated for purposes of rule 53 under the
Act as if it were an investment in the Exempt Project.
In addition, Applicants request authority to provide preliminary
project development, marketing, management and administration services
and related goods to nonassociates through one or more subsidiaries
organized exclusively for this purpose (``Special Purpose
Subsidiaries''). Resources also requests authority to provide these
goods and services to nonassociates. All services and goods rendered by
Special Purpose Subsidiaries and Resources to nonassociates will be
priced at fair market value. Also, Applicants propose that Intermediate
Subsidiaries and Special Purpose Subsidiaries provide these respective
services and goods to any subsidiary of Resources that is an Exempt
Project or qualifying facility at fair market prices, under an
exemption from the at cost standards of section 13(b).
Further, Applicants request authority directly or indirectly to
acquire, through December 31, 2000, interests in one or more financing
subsidiaries (``Finance Subsidiaries''). The Finance Subsidiaries would
be wholly owned by Intermediate Subsidiaries. The exclusive function
and business activity of any Finance Subsidiary will be to issue
securities and loan the proceeds to the Intermediate Subsidiary.
Issuances of securities by the Finance Subsidiaries and borrowings by
the Intermediate Subsidiary of the proceeds of those issuances will
comply with rule 52 under the Act.
CMP Group, Inc., et al (70-9367)
CMP Group, Inc. (``CMP Group''), a Maine electric public utility
holding company exempt under section 3(a)(1) from all provisions of the
Act, except
[[Page 65820]]
section 9(a)(2),\1\ and New England Gas Development Corporation (``New
England Gas''), a wholly owned nonutility subsidiary of CMP Group, both
located at 83 Edison Drive, Augusta, Maine 04336, have filed an
application under sections 9(a)(2) and 10 of the Act.
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\1\ CMP Group is exempt under section 3(a)(1) of the Act by
order of the Commission dated August 7, 1998 (HCAR No. 26903).
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CMP Group requests authority to acquire, through New England Gas,
up to 50% of the membership interests in CMP Natural Gas, L.L.C.
(``Maine GasCo''), a Maine limited liability company.\2\ New England
Gas requests an order under section 3(a)(1) exempting it from all
provisions of the Act, except section 9(a)(2), following the proposed
acquisition. In addition, CMP Group requests an order under section
3(a)(1) granting it an exemption from all provisions of the Act, except
section 9(a)(2), following the proposed acquisition.
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\2\ The remaining membership interests of Maine GasCo will be
held by Energy East Enterprises, Inc., a wholly owned subsidiary of
Energy East Corporation, an exempt public utility holding company
and the parent holding company of New York State Electric & Gas
Corporation, an electric and gas utility company. Energy East
Corporation and Energy East Enterprises, Inc. have an application
pending before the Commission, in File No. 70-9369, for an order
authorizing, among other things, their acquisition of membership
interests in Maine GasCo.
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CMP Group's principal utility subsidiary, Central Maine Power
Company (``CMP''), is an investor-owned public utility company
primarily engaged in the business of generating, purchasing,
transmitting, distributing and selling electricity to wholesale
customers and retail customers in Maine. CMP is the largest electric
utility in Maine and serves approximately 528,000 customers in its
11,000 square-mile service area in southern and central Maine. CMP had
approximately $954 million in consolidated electric operating revenues
in 1997. CMP is subject to the regulatory authority of the Maine Public
Utilities Commission (``MPUC'').
CMP is also a Maine electric public utility holding company exempt
under section 3(a)(1) from all provisions of the Act, except section
9(a)(2). CMP currently has three utility subsidiaries, each of which is
organized and operates almost exclusively in Maine: Maine Electric
Power Company, Inc. (``MEPCo''), Aroostook Valley Electric Company
(``AVEC''), and NORVARCO. MEPCo owns and operates a 345-kV transmission
interconnection between the Maine-New Brunswick, Canada international
border at Orient, Maine. AVEC owns and operates a 31-MW wood-fired
generating plant in Fort Fairfield, Maine, the output of which is sold
to CMP.\3\ NORVARCO is one of two general partners in Chester SVC
Partnership, a general partnership which owns certain transmission
assets in Chester, Maine, adjacent to MEPCo's transmission
interconnection described above.\4\
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\3\ CMP has reached an agreement with a nonassociate, FLP Group,
to sell its interests in AVEC, as part of a sale of substantially
all of its nonnuclear assets.
\4\ CMP also owns a 38% common stock interest in Maine Yankee
Atomic Power Company, which owns the Maine Yankee nuclear electric
generating plant in Wiscasset, Maine. The Maine Yankee plant was
permanently shut down on August 6, 1997. In addition, CMP owns (i) a
9.5% common stock interest in Yankee Atomic Electric Company, which
has permanently shut down its plant located in Rowe, Massachusetts,
(ii) a 6% common stock interest in Connecticut Yankee Atomic Power
Company, which has permanently shut down its plant in Haddam,
Connecticut, and (iii) a 4% common stock interest in Vermont Yankee
Nuclear Power Corporation, which owns a nuclear plant in Vernon,
Vermont. Under a joint ownership agreement, CMP also has a 2.5%
direct ownership interest in the Millstone 3 nuclear unit in
Waterford, Connecticut.
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CMP Group owns, directly or indirectly, the following nonutility
subsidiaries: CNEX (formerly CMP International Consultants), MaineCom
Services, Inc., MainePower, TeleSmart, The Union Water-Power Company
(``Union Water''),\5\ Central Securities Corporation, Cumberland
Securities Corporation, Kennebec Hydro Resources, Inc. (``Kennebec
Hydro''),\6\ Water Power Company (``Kennebec Water'') and The Gulf
Island Pond Oxygenation Project (``GIPOP'').\7\ These subsidiaries are
engaged in utility support services (such as training, research,
project management and technical consulting), telecommunications, river
facilities management, administrative services, and real estate
activities. MainPower is currently preparing to operate as a
competitive energy marketer once electric competition commences in
Maine.
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\5\ Union Water owns 25% of the voting stock of Androscoggin
Reservoir Company, which owns a storage reservoir and dam on the
Androscoggin River and owns real estate and other facilities at
Aziscohos Dam in northwestern Maine that it leases to a qualifying
facility. Union Water's interest in Androscoggin Reservoir Company
will be sold to a nonassociate, FPL Group.
\6\ Kennebec hydro owns a 50% interest in The Merimil Limited
Partnership, which owns a qualifying facility.
\7\ CMP has agreed to sell its interests in Kennebec hydro,
Kennebec Water and GIPOP to a nonassociate, FPL Group.
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The MPUC has authorized Maine GasCo to furnish natural gas service,
on a non-exclusive basis, in certain areas of Maine not currently
receiving natural gas service. Maine GasCo plans to construct, own and
operate a local natural gas distribution system in Maine consistent
with the MPUC authorization. When fully developed, Maine GasCo expects
to derive at least 50% of its supply of natural gas from the Western
Canadian Sedimentation Basin via the TransCanada Pipeline and the
proposed Portland Natural Gas Transmission System Pipeline. As a public
utility under Maine law, Maine GasCo will be subject to regulation by
the MPUC as to rates and other matters.
New England Gas and Energy East Enterprises, Inc. (``EEC
Enterprises''), the other proposed member of Maine GasCo, are parties
to a Joint Venture Agreement dated as of November 13, 1997, as amended
(``Joint Venture Agreement''), which provides for, among other things,
the formation of Maine GasCo. Each member's ownership interest is
subject to adjustment under the terms of the Joint Venture Agreement.
The Joint Venture Agreement establishes a management committee
consisting of three New England Gas appointees and three EEC
Enterprises appointees and generally vests a designated manager, who
will be located in Maine, with exclusive authority to manage the
business of Maine GasCo within the limitations contained in the Joint
Venture Agreement. The Joint Venture Agreement authorizes the manager
to perform any and all acts customary or incident to the business of
Maine GasCo. The Joint Venture Agreement also authorizes the manager to
delegate authority and to hire or contract for appropriate and
necessary services. Certain actions may be taken by the manager only
upon the affirmative vote of a majority of the members of the
management committee. The Joint Venture Agreement provides for the
resolution of stalemates or impasses among the management committee by
appeal to the chief executive officers of the Maine GasCo members, and
by arbitration in the event that the chief executive officers of the
members of Maine GasCo are unable to resolve the impasse.
CMP Group states that Maine GasCo's affiliate with CMP Group is
expected to result in economies of scale and efficiencies in several
areas. These include: (i) Meter installation and reading operations;
(ii) information systems and telecommunications; (iii) billing support;
and (iv) customer call center operations. The Applicants also expect
significant administrative economies and efficiencies to result from
the provision by CMP Group's subsidiaries of corporate services, such
[[Page 65821]]
as accounting, financial planning and analysis, financial reporting,
human resources, regulatory affairs, insurance, legal, payroll,
purchasing, tax, training, treasury, transportation, real estate,
facilities management and engineering, construction and environmental
services.
Applicants state that CMP Group will continue to qualify for
exemption under section 3(a)(1) of the Act as an ``intrastate'' holding
company, and that New England Gas will also qualify for this exemption,
after acquiring Maine GasCo's voting securities. CMP Group and New
England Gas state that they, and their public utility subsidiaries,
will be predominantly intrastate in character and will carry on their
business substantially in Maine, the state in which they are all
organized.
Energy East Corporation, et al. (70-9369)
Energy East Corporation (``EEC''), a New York public utility
holding company exempt under section 3(a)(1) from all provisions of the
Act, except section 9(a)(2),\8\ and Energy East Enterprises, Inc.
(``EEC Enterprises''), a wholly owned nonutility subsidiary of EEC,
both located at P.O. Box 12904, Albany, New York 12212-2904, have filed
an application under sections 9(a)(2) and 10 of the Act.
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\8\ EEC is exempt under section 3(a)(1) of the Act by order of
the Commission dated March 4, 1998 (HCAR No. 26834).
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EEC requests authority to acquire, through EEC Enterprises, at
least 50% of the membership interests in CMP Natural Gas, L.L.C.
(``Maine GasCo''), a Maine limited liability company.\9\ EEC
Enterprises requests an order under section 3(a)(1) exempting it from
all provisions of the Act, except section 9(a)(2), following the
proposed acquisition. In addition, EEC requests an order under section
3(a)(1) for an exemption from all provisions of the Act, except section
9(a)(2), following the proposed acquisition.
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\9\ The remaining membership interests of Maine GasCo will be
held by New England Gas Development Corporation, a wholly owned
subsidiary of CMP Group, Inc., an exempt public utility holding
company and the parent holding company of Central Maine Power
Company, an electric utility company. CMP Group, Inc., and New
England Gas Development Corporation have an application pending
before the Commission, in File No.
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EEC's utility subsidiaries are New York State Electric & Gas
Corporation (``NYSEG'') and NGE Generation, Inc. (``NGE Generation'').
NYSEG is a combination electric and gas utility company engaged in the
business of generating, transmitting and distributing electricity, as
well as transporting and distributing natural gas, in central, eastern
and western parts of New York. NYSEG provides electricity to
approximately 815,000 customers and provides natural gas to
approximately 240,000 customers. In providing these services, NYSEG is
subject to the regulatory authority of the New York Public Service
Commission with respect to retail rates charged and to regulation by
the Federal Energy Regulatory Commission with respect to wholesale
rates.
NYSEG has transportation and/or storage contracts with eight major
interstate pipelines, two major intrastate pipelines, the TransCanada
Pipeline and four New York local distribution companies. Approximately
28.5% of NYSEG's gas supply originates from the Western Canadian
Sedimentation Basin, 63.0% from the Texas and Louisiana basins, 7.2%
from Appalachia and 1.3% from other sources. The natural gas NYSEG
receives from the Western Canadian Sedimentation Basin is delivered
through the TransCanada Pipeline.
NGE Generation was organized to engage in the generation business.
NGE Generation currently owns 50% of the Homer City generating station
and owns and operates the Kintigh, Milliken, Groudey, Greenidge,
Hickling and Jennison generating stations and certain associated assets
and liabilities (``Generation Assets'').\10\
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\10\ Among its other activities, NGE Generation sells some
electricity at wholesale from certain of its generating stations
into the Pennsylvania-New Jersey-Maryland Interconnection (``PJM
Power Pool'') which sales in 1997 accounted for less than 5% of
NYSEG's total operating revenues. In August 1998, NGE Generation
accepted offers to sell the Generation Assets to The AES Corporation
and Edison Mission Energy. After consummation of the sale of the
Generation Assets, NGE Generation will no longer make these sales
into the PJM Power Pool.
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NYSEG has two direct nonutility subsidiaries. These are Somerset
Railroad Corporation, which owns a rail line used to transport coal and
other materials to one of NYSEG's generating plants, and NGE
Enterprises, Inc. NGE Enterprises, Inc. owns interests in various
companies engaged in power marketing, environmental and conservation
engineering and consulting, energy-related financial services, energy
usage information services, demand-side management services, utility-
related software development, and energy management services.
The Maine Public Utility Commission (``MPUC'') has authorized Maine
GasCo to furnish natural gas service, on a non-exclusive basis, in
certain areas of Maine not currently receiving natural gas service.
Maine GasCo plans to construct, own and operate a local natural gas
distribution system in Maine consistent with the MPUC authorization.
When fully developed, maine GasCo expects to derive at least 50% of its
supply of natural gas from the Western Canadian Sedimentation Basin via
the TransCanada Pipeline and the proposed Portland Natural Gas
Transmission System Pipeline. As a public utility under Maine law,
Maine GasCo will be subject to regulation by the MPUC as to rates and
other matters.
EEC Enterprises and New England Gas Development Corporation (``New
England Gas''), the other proposed member of Maine GasCo, are parties
to a Joint Venture Agreement dated as of November 13, 1997, as amended
(``Joint Venture Agreement''), which provides for, among other things
the formation of Maine GasCo. Each member's ownership interest is
subject to adjustment under the terms of the Joint Venture Agreement.
The Joint Venture Agreement establishes a management committee
consisting of three EEC Enterprises appointees and three New England
Gas appointees and generally vests a designated manager, who will be
located in Maine, with exclusive authority to manage the business of
Maine GasCo within the limitations contained in the Joint Venture
Agreement. The Joint Venture Agreement authorizes the manager to
perform any and all acts customary or incident to the business of Maine
GasCo. The Joint Venture Agreement also authorizes the manager to
delegate authority and to hire or contract for appropriate and
necessary services. Certain actions may be taken by the manager only
upon the affirmative vote of a majority of the members of the
management committee. The Joint Venture Agreement provides for the
resolution of stalemates or impasses among the management Committee by
appeal to the chief executive officers of the Maine GasCo members, and
by arbitration in the event that the chief executive officers of the
Maine GasCo members are unable to resolve the impasse.
Applicants state that they believe the proposed acquisition will
provide significant financial and organizational advantages to Maine
GasCo. Applicants further state that NYSEG's experience in operating a
local natural gas distribution system will enable Maine GasCo to
construct a safe and efficient system of its own.
Applicants state that EEC will continue to qualify for exemption
under section 3(a)(1) of the Act as a New York ``intrastate'' holding
company, and EEC Enterprises will qualify for exemption
[[Page 65822]]
as a Maine ``intrastate'' holding company, after acquiring Maine
GasCo's voting securities, because both EEC and EED Enterprises, and
their respective public utility subsidiaries, will be predominantly
intrastate in character and will carry on their business substantially
in their respective states of organization.
EUA Energy Investment Corporation (70-9385)
EUA Energy Investment Corporation (``EEIC''), P.O. Box 2333, Boston
Massachusetts 02107, a nonutility subsidiary company of Eastern
Utilities Associates, a registered holding company, has filed an
application-declaration under sections 9(a), 10 and 12(b) of the Act
and rules 45 and 54.
By orders dated December 4, 1987 and January 11, 1988 (HCAR Nos.
24515 and 24515A, respectively) the Commission authorized EEIC, among
other things, to conduct energy and energy conservation research and to
invest, directly or indirectly up to $2 million in these activities.
By order dated June 6, 1996 (HCAR No. 26529; (``June 1996 Order''),
the Commission authorized EEIC to invest, through December 31, 1998,
approximately $4 million to acquire approximately 1,053,630 shares of
common stock of Separation Technologies, Inc., (``STI''). STI is
engaged in the research, development, design, sale, installation,
construction and servicing of solid and liquid materials separation
systems and facilities including, without limitation, a system for
economically separating unburned carbon from coal (or fly) ash produced
by utility generation plants.
The Commission, in the June 1996 Order also authorized EEIC,
through December 31, 1998, to make project financing available up to an
aggregate principal amount of $15 million for the installation and
construction of STI fly ash separation projects. The Commission
authorized that the financing by EEIC was to be provided through joint
arrangements between EEIC and STI at locations where STI equipment
would be installed. EEIC's investment in these utility locations was
anticipated to range between $0.5 million and $2.5 million per
installation. EEIC's investments in these projects with STI would take
the form of, without limitation, joint ventures, general partnerships,
limited partnerships, teaming agreements, royalties or other revenue
sharing, special purpose entities, loans and equity participations. The
aggregate amount of the project investments currently outstanding
totals $2,875 million. Since the issuance of the June 1996 Order, EEIC
has determined that in certain circumstances, instead of project
investments, it may also be desirable to make additional direct
investments in STI.
EEIC proposes, through December 31, 2002, to provide financial
assistance to STI in the form of project financing up to an additional
principal amount of $15 million under the terms and conditions stated
in the June 1996 Order. EEIC's direct investments may take the form of
the purchase of additional securities of STI, short- or long-term
loans, open account advances or capital contributions.
The Southern Company (70-9393)
The Southern Company (``Southern''), a registered holding company
under the Act, has filed an application under sections 9(a) and 10 of
the Act and rule 54 under the Act.
Southern proposes to purchase from Chesapeake Utilities Corporation
218,464 shares of the common stock, par value $1.50 per share
(``Shares''), of Florida Public Utilities Company, a nonaffiliate
electric and gas utility company (``FPU''), at a price of $16.50 per
Share, or a total of approximately $3.6 million. The Shares represent
approximately 7.3% of the outstanding common stock of FPU. Their
acquisition would cause FPU to be an affiliate of Southern.
FPU provides natural and propane gas service, electric service and
water service to consumers in Florida. The company has four divisions.
One division provides retail natural gas services to approximately
28,000 customers in southeast Florida, and another division provides
this service to approximately 8,000 customers in middle Florida. A
third division provides electricity at retail to approximately 12,000
customers in the Florida panhandle, and a fourth division provides this
service to approximately 12,000 customers in extreme northeast Florida.
Interstate Energy Corporation (70-9395)
Interstate Energy Corporation (``Interstate''), a registered
holding company, and its nonutility subsidiary, Alliant Industries
(``Alliant''), both located at 222 West Washington Avenue, Madison,
Wisconsin 53703-0192, and Alliant's nonutility subsidiary, Whiting
Petroleum Corporation (``Whiting Petroleum''), located at 1700
Broadway, Suite 2300, Denver, Colorado 80290, (collectively
``Applicants'') have filed an application-declaration under sections
6(a), 7, 9(a), 10 and 12(b) of the Act and rules 45 and 54 under the
Act.
Alliant serves as the holding company for Interstate's energy-
related and nonutility investments and subsidiaries. Whiting Petroleum
purchases, develops, and produces crude oil and natural gas. It
currently has an interest in 333 wells in Oklahoma and is operator of
29 wells.
Interstate requests authority to acquire all of the issued and
outstanding common stock of Golden Gas Production Company (``Golden
Gas''), an independent oil and gas producer located in Oklahoma, for an
amount of Interstate common stock (``Interstate Stock'') equal in value
to approximately $9.5 million (``Sale Price''), subject to adjustment.
Golden Gas' assets consist primarily of interests in 240 gas and oil
wells, most of which are in Oklahoma. For the year ended December 31,
1997, Golden Gas had revenues of $4.4 million and net income of
$662,000. Golden Gas does not own or operate any facilities used for
the distribution at retail of natural of manufactured gas.
In accordance with an Agreement and Plan of Reorganization among
Interstate, Whiting Petroleum, Golden Gas and Alan R. Staab, sole
shareholder of Golden Gas (``Shareholder''), dated September 15, 1998
(the ``Agreement''), Interstate would acquire from Shareholder all of
the issued and outstanding common stock shares of Golden Gas (``Golden
Gas Shares'') through a tax-free exchange of these shares for
Interstate Stock. in order to accomplish the exchange, Interstate
requests authority to issue shares of Interstate Stock up to the amount
described below.
Under the Agreement, the number of shares of Interstate Stock used
to purchase the Golden Gas Shares would be determined by dividing the
Sale Price by $32. In addition, if the Market Price (as defined in the
Agreement) of the Interstate Stock is less than $32 per share on the
date of closing, the Shareholder will be entitled to receive an
additional number of shares of Interstate Stock on the second
anniversary of the date of the Agreement. This additional amount will
represent the difference, if any, between $32 per share and the greater
of (i) the average of the trading prices for Interstate Stock for the
90 days immediately preceding that second anniversary (``Average
Trading Price''), or (ii) the Market Price, provided that in no event
would the difference exceed $4 per share. The Shareholder will not be
entitled to any additional shares of Interstate Stock if the Average
Trading Price for the Interstate Stock exceeds $32.
[[Page 65823]]
Interstate has reserved 246,875 unissued shares of Interstate Stock
to be exchanged at closing for the Golden Gas Shares, representing, on
a pro forma basis, about .32% of the issued and outstanding shares of
Interstate Stock as of July 31, 1998. In addition, Interstate has
reserved 35,268 shares of Interstate Stock, representing the maximum
number of shares of Interstate Stock required to be delivered to
Shareholder on the second anniversary date of the Agreement.
Whiting Petroleum will manage the oil and gas assets of Golden Gas.
In order to facilitate this plan, Interstate proposes to contribute the
Golden Gas Stock to Alliant, and Alliant proposes to contribute those
shares to Whiting Petroleum.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-31715 Filed 11-27-98; 8:45 am]
BILLING CODE 8010-01-M