[Federal Register Volume 64, Number 58 (Friday, March 26, 1999)]
[Notices]
[Pages 14774-14776]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-7365]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26992]


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

March 19, 1999.
    Notice is hereby given that the following filing(s) has/have been 
made

[[Page 14775]]

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 April 13, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549-0609, and serve a copy on the 
relevant applicant(s) and/or declarants(s) at the address(s) 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 April 13, 1999, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Public Service Company of Oklahoma (70-8887)

    Public Service Company of Oklahoma (``PSO''), 212 East 6th Street, 
Tulsa, Oklahoma 74119-1212, an electric utility subsidiary of Central 
and South West Corporation, a registered holding company, has filed a 
post-effective amendment under sections 6(a), 7, and 12(b) of the Act 
and rules 45 and 54 under the Act.
    By order dated December 30, 1996 (HCAR No. 26638) (``1996 Order''), 
PSO was authorized to make a capital contribution to, and consequently 
acquire a 4.9% voting and 70% economic interest in, Nuvest L.L.C. 
(``Nuvest''), which provides services to public utility companies 
through its subsidiaries, Numanco, Inc. and Numanco L.L.C. (All 
companies are collectively the ``Numanco Companies''.) The 1996 Order 
also authorized PSO to guarantee the obligations of the Numanco 
Companies up to an aggregate of $12 million.
    PSO now proposes to increase: (1) its aggregate capital 
contribution in Nuvest by $4.3 million to $5 million; and (2) the 
aggregate amount of guarantees by $6 million to $18 million. PSO states 
that its 4.9% voting and 70% economic interests in Nuvest will remain 
unchanged by the increases in capital contributions and guarantees. PSO 
also states that the other owners of Nuvest will maintain a 30% 
economic interest as compensation for their day to day management and 
operation of the Numanco Companies.

Eastern Enterprises (70-9443)

    Eastern Enterprises (``Eastern''), 9 Riverside Road, Weston, 
Massachusetts 02493, a Massachusetts public utility holding company 
exempt from registration under section 3(a)(1) of the Act by rule 2, 
has filed an application under section 9(a)(2) and 10 of the Act. 
Eastern requests Commission authorization to acquire all of the issued 
and outstanding common stock of Colonial Gas Company (``Colonial''), a 
Massachusetts gas utility (``Transaction''). Eastern also requests an 
order under section 3(a)(1) of the Act exempting it from all provisions 
of the Act except section 9(a)(2), after the Transaction.
    Eastern has two public utility subsidiaries, the Boston Gas Company 
(``Boston Gas''), and the Essex Gas Company (``Essex Gas''). Together, 
Boston Gas and Essex Gas serve approximately 580,000 customers, all in 
central and eastern Massachusetts. Eastern has several direct and 
indirect nonutility subsidiaries engaged in providing energy services 
and other nonutility subsidiaries which engage in investment and real 
estate activities, installing and servicing HVAC equipment, automated 
meter reading services, and ownership of liquid natural gas storage 
facilities. Eastern had revenues of $973 million for the twelve months 
ended September 30, 1998. Eastern's nonutility subsidiaries contributed 
$262 million or approximately 26.9% of total revenues during this 
period.
    Colonial serves approximately 151,000 customers in eastern 
Massachusetts. Colonial's revenues were approximately $178 million for 
the twelve months ended September 30, 1998. Colonial's nonutility 
subsidiaries contributed $2.7 million, approximately 1.5% of total 
revenues during this period. A portion of Colonial's service territory 
is contiguous to Boston Gas' and Essex Gas' service territories. 
Colonial has one active nonutility subsidiary, Transgas Inc., which 
provides over-the-road transportation of liquefied natural gas, 
propane, and similar commodities, and two inactive nonutility 
subsidiaries, CGI Transport Ltd and Colonial Energy. Colonial is 
subject to the retail ratemaking jurisdiction of the Massachusetts 
Department of Telecommunications and Energy.
    The Trustees of Eastern approved the Transaction at a meeting held 
on October 28, 1998. No approval of the Transaction by Eastern's 
shareholders is required. However, on February 10, 1999, the 
shareholders of Eastern voted to approve the issuance of additional 
shares (``Eastern Common Stock'') to complete the Transaction. 
Colonial's board of director approved the proposed merger at a meeting 
held on October 17, 1998, and Colonial's stockholders approved the 
Transaction on February 10, 1999.
    Following the Transaction, Eastern will own all the outstanding 
capital stock of Colonial, and the former stockholders of Colonial will 
receive shares of Eastern Common Stock and/or cash. Eastern and 
Colonial have entered into an Agreement and Plan of Reorganization 
dated as of October 17, 1998 (``Agreement''). The Agreement provides, 
among other things, that Colonial will merge with and into a 
Massachusetts special purpose subsidiary of Eastern (``Newco'') for 
purposes of the Transaction. Each outstanding share of Colonial will be 
converted into cash, shares of Eastern Common Stock, or a combination 
of both, having a value of $37.50 (``Exchange Value'').\1\ Outstanding 
debt securities of Colonial will not be affected and will remain 
outstanding under current terms and conditions.
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    \1\ The Exchange Value is subject to adjustment under certain 
circumstances and based on the quoted market price for Eastern 
Common Stock during a ten-day period preceding the effective date. 
The Agreement provides that, if the holder of Colonial stock 
electing to receive cash exceeds $150 million then that total will 
be prorated among the electing stockholders and the balance will be 
made up by Eastern Common Stock.
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    Eastern is the sole stockholder of all issued and outstanding 
common stock of Boston Gas and Essex Gas, Massachusetts corporations 
engaged in the gas utility business. Together Boston Gas and Essex Gas 
serve approximately 580,000 customers, all in Massachusetts. Boston Gas 
has outstanding 1.2 million shares of nonvoting preferred stocks. 
Boston Gas had combined assets of $902 million at September 30, 1998 
and combined revenues of $712 million for the twelve-month period ended 
September 30, 1998. Colonial has 8,845,315 shares of common stock 
issued and outstanding. Colonial has assets of $381 million as of 
September 30, 1998 and revenues of $178 million for the twelve-month 
period ended September 30, 1998. Colonial, Boston Gas and Essex Gas 
together will have pro forma combined assets of $1.5 billion and pro 
forma combined revenues of $890 million.

[[Page 14776]]

    Eastern Common Stock is traded on the New York Stock Exchange, the 
Boston Stock Exchange and the Pacific Exchange. Based on reported 
closing price for Eastern Common Stock on the New York Stock Exchange 
and the number of shares of Colonial common stock outstanding on 
December 22, 1998, the Eastern Common Stock to be issued would have a 
market value of approximately $184 million and would constitute 
approximately 16.4% of Eastern's outstanding Common Stock.
    Eastern requests an order granting it and all of its subsidiaries 
as such an exemption under section 3(a)(1) of the Act following the 
Transaction. Eastern states that it will continue to satisfy the 
requirements for exemption because it and each of its public utility 
subsidiaries currently are and will continue to be predominately 
intrastate in character and will continue to carry on their businesses 
substantially in Massachusetts, the state in which each is organized.

Consolidated Natural Gas Company, et al. (70-9321)

    Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding 
company, and its nonutility subsidiary, CNG International Corporation 
(``CNG International''), Two Fountain Square, Suite 600, 11921 Freedom 
Drive, Reston, Virginia 20190-5608, have filed an application-
declaration under sections 6(a)(2), 7, 9(a), 10, and 12(b) of the Act 
and rules 45 and 54 under the Act.
    CNG and CNG International or any of CNG International's direct 
subsidiaries request authority, through December 31, 2003, to invest up 
to $750 million to acquire in areas outside the United States interests 
in entities other than foreign utility companies (``FUCOs'') or exempt 
wholesale generators (``EWGs'') engaged in activities permitted under 
section 2(a) of the Gas Related Activities Act of 1990 (``GRAA'') and 
activities under section 2(b) of the GRAA and approved by order of the 
Commission under sections 9(a) and 10 of the Act (``Gas Related 
Activities''). In addition, CNG and CNG International request 
authority, through December 31, 2003, for CNG International and its 
subsidiaries to make investments in entities organized to participate 
in activities involving the transportation or storage of natural gas 
within the meaning of section 2(a) of the GRAA without any additional 
prior case-by-case approval of the Commission.
    CNG and CNG International also propose, through December 31, 2003, 
to enter into guarantees and provide other credit support for 
obligations of CNG International or its subsidiaries. Credit support 
may be in the form of a guarantee of payment of a subsidiary capital 
contribution obligation or of a debt obligation issued by a subsidiary. 
Fixed income securities being guaranteed would not have a maturity in 
excess of 50 years, nor an effective cost of money in excess of 500 
basis points over 30 year term U.S. Treasury securities. Any fees, 
commissions, penalties and expenses would not exceed fair, reasonable 
and customary fees, commissions, penalties and expenses comparable to 
those incurred at arms-length in similar transactions by similar 
companies in the relevant securities markets. The maximum aggregate 
limit on the credit support with respect to EWGs and FUCOs will be an 
amount equal to 50% of CNG's consolidated retained earnings, less the 
amount of guarantees and credit support previously given and 
outstanding on behalf of investments in EWGs and FUCOs. The maximum 
aggregate limit on all credit support for foreign Gas Related 
Activities will be $750 million at any one time outstanding.
    As one source of financing for the proposed investments, CNG 
International proposes to issue and sell shares of its common stock, 
$10,000 par value per share. CNG International presently has authorized 
capital of 30,000 shares of its common stock, of which 21,555 shares 
are issued and outstanding. In order to accommodate future financings, 
CNG International proposes to amend its certificate of incorporation to 
increase its common stock equity authorization to 200,000 shares.
    In order to fund the proposed investments, CNG and CNG 
International and its subsidiaries propose to issue and sell 
securities. It is anticipated that most of these financings will be 
intra-system financings exempt under rule 52 under the Act. To the 
extent an issuance and sale of securities is not exempt under rule 52, 
CNG and CNG International and its subsidiaries propose to issue and 
sell securities to finance acquisitions of entities engaged in foreign 
Gas Related Activities. It is stated that the pricing of these 
securities, and the fees and expenses for their issuance and sale, will 
not exceed the price, fees, and expenses of securities issued by 
companies of comparable credit quality. It is also stated that the 
terms, conditions, and features of these securities will be similar to 
those securities issued by companies of comparable credit quality. CNG 
and CNG International request that jurisdiction over the issuance and 
sale of these securities be reserved, pending completion of the record.

Enova Corporation (70-9471)

    Enova Corporation (``Enova''), 101 Ash Street, San Diego, 
California 92101, a public utility holding company exempt from 
registration under section 3(a)(1) of the Act by rule 2, has filed an 
application under section 3(a)(1) of the Act for an order exempting it 
from all provisions of the Act, except section 9(a)(2).
    Enova is organized under the laws of the State of California. Its 
only public utility company subsidiary is San Diego Gas & Electric 
Company (``SDG&E''), a California public utility. SDG&E provides 
electric and natural gas service in San Diego County and surrounding 
areas. Enova and SDG&E are predominantly intrastate. The application 
states that 99% of SDG&E's utility revenues, including 100% of its 
retail natural gas revenues, are from utility operations within the 
State of California.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-7365 Filed 3-25-99; 8:45 am]
BILLING CODE 8010-01-M