[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