[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