[Federal Register Volume 64, Number 136 (Friday, July 16, 1999)]
[Notices]
[Pages 38491-38493]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-18146]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27047]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
July 9, 1999.
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
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 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 August 3, 1999, 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 August 3, 1999, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become
effective.
Sempra Energy, et al. (70-9511)
Sempra Energy (``Sempra''), 101 Ash Street, San Diego, California
92101, a California holding company exempt from regulation under
section 3(a)(1) of
[[Page 38492]]
the Act,\1\ and its wholly owned subsidiary, Bangor Pacific, Inc.
(``Bangor Pacific''), 555 West Fifth Street, Suite 2900, Los Angeles,
California 90013-1001 (collectively, ``Applicants''), have filed an
application under sections 3(a)(1), 9(a)(2) and 10 of the Act.
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\1\ See Sempra Energy, Holding Co. Act Release No. 26890 (June
26, 1998).
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Applicants seek authority for Sempra to acquire indirectly, through
Bangor Pacific, a Maine corporation, a 50% membership interest in
Bangor Gas Company, LLC (``Bangor Gas''), a Maine limited liability
company formed in 1997 to construct and operate a gas distribution
system in the greater Bangor, Maine area. In addition, Applicants seek
an order under section 3(a)(1) of the Act exempting Sempra, Bangor
Pacific and each of their subsidiary companies from all provisions of
the Act, except section 9(a)(2).
Sempra has two principal subsidiaries, Pacific Enterprises
(``Pacific'') and Enova Corporation (``Enova''), each of which is an
exempt holding company under section 3(a)(1) of the Act. Pacific's sole
utility subsidiary is Southern California Gas Company (``SoCalGas''),
which purchases, transports and distributes natural gas at retail to
approximately 4.8 million customers within a service territory of
23,000 square miles in central and southern California. Enova is the
parent company of San Diego Gas and Electric Company (``SDG&E''). SDG&E
is engaged in the generation, transmission, distribution, and sale of
electricity and the distribution and sale of natural gas. SDG&E serves
approximately 1.2 million electricity customers within a franchised
service territory that includes San Diego County and southern Orange
County, California, and provides natural gas service to more than
700,000 customers in San Diego County. SoCalGas and SDG&E are subject
to regulation by the California Public Utilities Commission.
For the year ended December 31, 1998, Sempra reported consolidated
operating revenues of $5.481 billion, of which $2.772 billion
represented gas utility revenues (including revenues from transporting
customer-owned gas) and $1.865 billion represented electric revenues.
At December 31, 1998, Sempra had total assets of approximately $10.456
billion, of which $5.441 billion consisted of net utility (electric and
gas) plant. During 1998, the total gas throughput on the Sempra system
was 962 Bcf, of which 521 Bcf (or about 54%) represented deliveries of
customer-owned gas for which the company provides only transportation
service. Electric sales in 1998 totaled 17,955 million kwhrs.
Sempra also has an indirect public-utility subsidiary, Frontier
Energy, LLC (``Frontier Energy''), a North Carolina limited liability
company. Frontier Energy is completing construction of a new gas
utility distribution system in a four-county area of western North
Carolina.
Sempra's principal nonutility subsidiaries include Sempra Energy
Trading Corp. (``Sempra Trading''), a marketer of natural gas,
electricity, and other energy products, and Sempra Energy Utility
Ventures (``SEUV''), which currently owns all of the outstanding voting
securities of Bangor Pacific. SEUV engages in the acquisition,
development, and operation of regulated energy utilities in the eastern
United States and Canada. SEUV was instrumental in completing the
development of the Frontier Energy system in North Carolina and has
been directly involved, in cooperation with Bangor Hydro-Electric
Company (``Bangor Hydro-Electric''), an exempt holding company, in the
planning and development of the Bangor Gas system.
Through Bangor Pacific, Sempra has indirectly acquired 50% of the
membership interests in Bangor Gas. The remaining membership interests
in Bangor Gas have been acquired by Penobscot Natural Gas Company, Inc.
(``Penobscot Gas''), \2\ a Maine corporation and a subsidiary of Bangor
Hydro-Electric, an electric utility company which serves portions of
eastern Maine.
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\2\ Bangor Hydro-Electric has filed an application under
sections 3(a)(1), 9(a)(2) and 10 of the Act requesting, among other
things, authorization to acquire a 50% interest in Bangor Gas. See
File No. 70-9509.
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The Maine Public Utilities Commission (``MPUC'') has granted Bangor
Gas full authroity and unconditional certification to construct, won
and operate a gas distribution service system in Bangor, Maine and
several nearby towns. The MPUC also approved terms of a proposed
Support Services Agreement among Bangor Gas, SEUV and Bangor Hydro-
Electric under which SEUV and Bangor Hydro-Electric will provide
various administrative, engineering, operations, marketing, risk
management, finance, accounting and other management services to Bangor
Gas at or below market rates, as well as a financing plan for Bangor
Gas.
Bangor Gas commenced construction of the new system in the greater
Bangor area during the second quarter of 1998. When completed, the
system will consist of approximately 25 miles of transmission mains and
at least 200 miles of distribution mains. The system will interconnect
directly with the Maritimes & Northeast Pipeline, which is currently
under construction with a planned in-service date of November 1999.
Bangor Gas, when it commences operation in late 1999 or early 2000,
will be a ``gas utility company'' within the meaning of section 2(a)(4)
of the Act. Bangor Gas estimates that, by the end of the tenth year
following commencement of construction, it will serve up to 13,000
residential, commercial, and industrial customers in a 70 square-mile
area in Main having an estimated population of 75,000. Bangor Gas will
be subject to regulation by the MPUC. Based on current projections, the
50% share of Bangor Gas's revenues attributable to Sempra is expected
to account for far less than 1% of the consolidated utility revenues of
Sempra on a pro forma basis. Thus, Sempra states that it will not
derive any material part of its income from Bangor Gas.
Following the proposed transactions, Sempra contends that it and
each of its material utility subsidiaries, will be organized in
California. Applicants contend that they, and each of their
subsidiaries, will qualify for a section 3(a)(1) exemption upon
consummation of the proposed transactions because they and each of
their material public utilities are, and will continue to be,
intrastate in character and will continue to carry on their businesses
substantially in California, the state in which each is organized.
Bangor Hydro-Electric Company, et al. (70-9509)
Bangor Hydro-Electric Company (``Bangor Hydro-Electric''), 33 State
Street, Bangor, Maine 04401, a Maine holding company exempt from
registration under section 3(a)(2) of the Act by rule 2 under the Act,
and its wholly owned subsidiary, Penobscot Natural Gas Company
(``Penobscot Gas''), 21 Main Street, Bangor, Maine 04401 (collectively,
``Applicants''), have filed an application under sections 3(a)(1),
9(a)(2) and 10 of the Act.
Applicants seek authority for Bangor Hydro-Electric to acquire
indirectly, through Penobscot Gas, a 50% membership interest in Bangor
Gas Company, LLC (``Bangor Gas''), a Maine limited liability company
formed in 1997 to construct and operate a gas distribution system in
the greater Bangor, Maine area. In addition, Applicants seek an order
under section 3(a)(1) of the Act exemption Bangor Hydro-Electric,
Penobscot Gas and each of their subsidiary companies from all
[[Page 38493]]
provisions of the Act, except section 9(a)(2).
Bangor Hydro-Electric is engaged in the purchase, transmission and
distribution of electricity in eastern Maine. Bangor Hydro-Electric is
also a holding company by reason of its ownership of 14.188% of the
outstanding common stock of Maine Electric Power Company (``Maine
Electric''), a Maine corporation that owns and operates a 345 kilovolt
transmission line extending between Wiscasset, Maine and the Maine-New
Brunswick international border at Orient, Maine.\1\
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\1\ See Bangor Hydro-Electric Co., Holding Co. Act Release No.
16533 (November 24, 1969).
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For the year ended December 31, 1998, Bangor Hydro-Electric
reported consolidated electric operating revenues of $195,144,007,
operating income of $35,135,768, and net income of $11,465,317. At
December 31, 1998, Bangor Hydro-Electric and its consolidated
subsidiaries had total assets of $605,687,827, of which $251,342,103
consisted of net utility plant. In 1998, Bangor Hydro-Electric sold
approximately 1.9 billion kilowatt hours (``KWH'') of electricity at
retail and wholesale. As of March 17, 1999, Bangor Hydro-Electric had
issued and outstanding 7,363,424 shares of common stock, $5 par value,
and three series of preferred stock.
Through Penobscot Gas, Bangor Hydro-Electric holds a 50% membership
interest in Bangor Gas. The remaining 50% membership interest in Bangor
Gas is held by a subsidiary of Sempra Energy (``Sempra''). \2\ Bangor
Gas, when it commences operation in late 1999 or early 2000, will be a
``gas utility company'' within the meaning of section 2(a)(4) of the
Act.
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\2\ Sempra has filed an application under sections 3(a)(1),
9(a)(2) and 10 of the Act requesting, among other things,
authorization to acquire a 50% interest in Bangor Gas. See File No.
709511.
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The Maine Public Utilities Commission (``MPUC'') has granted Bangor
Gas full authority and unconditional certification to construct, own
and operate a gas distribution service system in Bangor, Maine and
several nearby towns. The MPUC also approved the terms of a proposed
Support Services Agreement among Bangor Gas, Sempra Energy Utility
Ventures (``SEUV'') and Bangor Hydro-Electric, under which SEUV and
Bangor Hydro-Electric will provide various administrative, engineering,
operations, marketing, risk management, finance, accounting and other
management services to Bangor Gas at or below market rates, as well as
a financing plan for Bangor Gas.
Bangor Gas commenced construction of the new system in the greater
Bangor area during the second quarter of 1998. When completed, the
system will consist of approximately 25 miles of transmission mains and
at least 200 miles of distribution mains. The system will interconnect
directly with the Maritimes & Northeast Pipeline, which is currently
under construction with a planned in-service date of November, 1999.
Bangor Gas plans to commence gas service in some locations in time for
the 1999-2000 heating season. Bangor Gas estimates that, by the end of
the twenty year following commencement of construction, it will serve
up to 13,000 residential, commercial, and industrial customers in a 70
square-mile area in Maine having an estimated population of 75,000.
Bangor Gas will be subject to regulation by the MPUC.
Following the proposed transactions Bangor Hydro-Electric,
Penobscot Gas, Maine Electric and Bangor Gas will be organized in
Maine. Applicants contend that they, and each of their subsidiaries,
will qualify for a second 3(a)(1) exemption upon consummation of the
proposed transactions because they and each of their public utility
subsidiaries are, and will continue to be, intrastate in character and
will continue to carry on their business in Maine, the state in which
each is organized.
New England Electric System, et al. (70-9417)
New England Electric System (``NEES''), a registered holding
company, and Metrowest Realty, L.L.C. (``Metrowest''), a nonutility
subsidiary of NEES, both located at 25 Research Drive, Westborough,
Massachusetts 01582-0001, have filed a post-effective amendment under
sections 9(a), 10 and 12(f) of the Act and rule 54 under the Act to an
applicaton previously filed under the Act.
By order dated January 27, 1999 (HCAR No. 26969) (``Order''), the
Commission authorized NEES to form one or more new special purpose
subsidiaries (``Property Companies'') to acquire interests in office
and warehouse space that would be leased to associated companies. The
initial capitalization of the Property Companies was not to exceed an
aggregate amount of $50 million. In accordance with the Order, NEES
formed and capitalized Metrowest with a $1 million capital contribution
and made available to Metrowest $10 million of open account advances.
NEES and Netrowest now request authority for Metrowest and any
other Property Company to acquire or lease any interest in real estate
for use by associate utility or nonutility companies. In addition, NEES
and Metrowest request authority to lease, sell, or otherwise dispose of
unused or unneeded real estate in the NEES system (``Additional
Properties'') to associate companies or to nonassociate companies, and
to manage the Additional Properties for future sale or use. Finally,
NEES requests authority to capitalize the Property Companies in an
amount not exceeding $50 million.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-18146 Filed 7-15-99; 8:45 am]
BILLING CODE 8010-01-M