[Federal Register Volume 63, Number 239 (Monday, December 14, 1998)]
[Notices]
[Pages 68807-68808]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-33069]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26950]


Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act'')

December 8, 1998.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by December 29, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After December 29, 1998, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

C&T Enterprises, Inc., et al.

(70-9361)

    Tri-County Rural Electric Cooperative, Inc. (``Tri-County''), 22 
North Main Street, Box 256, Mansfield, Pennsylvania 16933-0448, a rural 
electric cooperative and a holding company exempt from all provisions 
of the Act, except section 9(a)(2), under section 3(a)(1),\1\ and 
Claverack Rural Electric Cooperative, Inc. (``Claverack''), a rural 
electric cooperative not currently subject to the Act, and C&T 
Enterprises, Inc. (``C&T''), a corporation newly formed by Tri-County 
and Claverack and currently not subject to the Act, both located at 
Rural Route 2, Box 17, Wysox, Pennsylvania 18854, have filed an 
application requesting an order: (1) approving the acquisition 
(``Acquisition''), under sections 9(a)(2) and 10 of the Act, of the 
stock of Citizens' Electric Company (``Citizens'') by C&T and (2) 
granting Tri-County, Claverack and C&T, upon consummation of the 
Acquisition, an exemption under section 3(a)(1) of the Act from all of 
the provisions of the Act, except section 9(a)(2).
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    \1\ Tri-County Rural Electric Cooperative, Inc., Holding Co. Act 
Release No. 26167 (Nov. 22, 1994).
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    Tri-County is engaged in the distribution of electricity throughout 
a 4.484 square mile service area in seven counties in north-central 
Pennsylvania. As of December 31, 1997, Tri-County provided retail 
electric service to approximately 17,000 customers. Tri-County is not 
subject to utility regulation by any state or federal agency and is 
specifically exempted from any regulation by the Pennsylvania Public 
Utility Commission (``PA PUC'') under the Pennsylvania Electric 
Cooperative Corporation Act.
    Tri-County owns all of the stock of Wilderness Area Utilities, Inc. 
(``Wilderness''), which is a Pennsylvania public utility holding 
company exempt from all provisions of the Act, except section 9(a)(2), 
under section 3(a)(1) of the Act.\2\ Wilderness has only one public 
utility subsidiary company, Wellsboro Electric Company (``Wellsboro''), 
which is a Pennsylvania investor-owned public utility. Wellsboro is 
engaged in the generation, transmission and distribution of electricity 
to approximately 5,500 customers in an approximately 266 square mile 
area in north-central Pennsylvania. Wellsboro is subject to regulation 
by the PAPUC. There are no other companies under Wilderness' holding 
company structure.
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    \2\ Id.
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    Claverack is engaged in the distribution of electricity throughout 
a service territory of approximately 1,820 square miles in an eight 
county region in north central and north eastern Pennsylvania. As of 
December 31, 1997, Claverack provided electric service to approximately 
17,000 customers. Claverack is the sole shareholder of one subsidiary, 
Susquehanna Energy Plus, Inc. (``SEP''), which is a Pennsylvania 
corporation engaged in the property security business. Like Tri-County, 
Claverack is not subject to utility regulation by any state or federal 
agency

[[Page 68808]]

and is specifically exempted from any regulation by the PA PUC under 
the Pennsylvania Electric Cooperative Corporation Act.
    C&T is a Pennsylvania corporation incorporated on July 9, 1998. C&T 
was formed by Tri-County and Claverack specifically for the purpose of 
acquiring and holding shares of Citizens. The aggregate number of 
shares authorized by C&T is 100,000 shares of common stock, $100 par 
value per share. Tri-County and Claverack each own 1,000 shares of the 
common stock of C&T.
    Citizens, an investor owned Pennsylvania public utility company, is 
principally engaged in the acquisition and distribution of electricity 
to approximately 6,300 customers in an approximately 55 square mile 
service territory in parts of two counties in central Pennsylvania.
    For the fiscal year ended December 31, 1997, Tri-County's operating 
revenues, net margin and total assets were approximately $16 million, 
$740 thousand, and $47 million, respectively. For the fiscal year ended 
December 31, 1997, the operating revenues, net loss and total assets 
were: (1) For Wilderness, approximately $87 thousand, $285 thousand, 
and $12 million, respectively; and (2) for Wellsboro, approximately $6 
million, $196 thousand, and $6 million, respectively.
    For the fiscal year ended December 31, 1997, Claverack's operating 
revenues, net loss and total assets were approximately $18 million, $17 
thousand, and $48 million, respectively.
    For the fiscal year ended December 31, 1997, Citizens' operating 
revenues, net income and total assets were $9.3 million, $479,195, and 
$8.4 million, respectively.
    On January 5, 1997, Wilderness and Citizens signed a Memorandum of 
Understanding (``MOU'') regarding the purchase of Citizens' stock by 
means of a tender offer. Under the terms of the MOU, Wilderness 
submitted a tender offer of $79 per share for all of Citizens' 
outstanding shares of common stock, which offer expired on April 17, 
1998. Citizens has 227 common stockholders holding 139,472 shares of 
common stock and no preferred stock. On July 20, 1998, after C&T was 
incorporated, Wilderness and Citizens entered into a Second Addendum to 
the Memorandum of Understanding (``Addendum'') under which C&T assumed 
all of Wilderness' obligations under the MOU.
    Following the Acquisition of Citizens, C&T will remain a subsidiary 
company of Tri-County and Claverack; however, C&T will become a public 
utility holding company by virtue of holding the common stock of 
Citizens. There will be no change in the ownership interests of 
Wilderness or Wellsboro as a result of the acquisition of Citizens. 
Tri-County will continue to hold all of Wilderness' outstanding common 
stock, and Wilderness will continue to hold all of the common and 
preferred stock of Wellsboro.
    The applicants state that the Acquisition will produce benefits to 
the electric utility businesses of Tri-County, Claverack and Citizens. 
These benefits include: increased financial stability and strength; 
reductions in overall operating costs; efficiencies of operations; and 
integration of corporate and administrative functions.
    Tri-County and Claverack have submitted an application with the PA 
PUC seeking regulatory approval to purchase the stock of Citizens. 
Neither Tri-County nor Claverack were required to make any required 
filings with the Antitrust Division of the United States Department of 
Justice or the Federal Trade Commission under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976. Other than the approval of the PA 
PUC and the Commission under the Act, no other regulatory approvals are 
deemed necessary for approval of the Acquisition.
    Each of Tri-County, Claverack and C&T requests an order under 
section 3(a)(1) exempting it from all provisions of the Act, except 
section 9(a)(2), following consummation of the Acquisition. Further, 
each of Tri-County, Claverack and C&T states that it will be entitled 
to an exemption under section 3(a)(1) because each company, and each 
material public utility company subsidiary, will be predominantly 
intrastate in character and carry on its business substantially in 
Pennsylvania, the state in which each company and every material public 
utility company subsidiary are organized.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-33069 Filed 12-11-98; 8:45 am]
BILLING CODE 8010-01-M