[Federal Register Volume 64, Number 219 (Monday, November 15, 1999)]
[Notices]
[Pages 61951-61952]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-29651]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27098]


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

November 5, 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 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declarations(s) and any amendments is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
applications(s) and/or declaration(s) should submit their views in 
writing by November 30, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549-0609, 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 facts 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 November 30, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

New Century Energies, Inc., et al. (70-8787)

    New Century Energies, Inc. (``NCE''), a registered holding company, 
and two of its wholly owned subsidiaries, Public Service Company of 
Colorado (``PSCo''), an electric and gas utility company, and NC 
Enterprises, Inc. (``Enterprises''), a nonutility company, each located 
at 1225 17th Street, Denver, Colorado 80202-5533, have filed a post-
effective amendment under sections 9(a), 10, 12(b), 12(c) and 12(f) of 
the Act and rules 43, 45, 46 and 54 under the Act, to their 
application-declaration filed under sections 6(a), 7, 9(a), 10 and 
13(b) of the Act and rules 80 through 91, 93 and 94 under the Act.
    By order dated August 1, 1997 (HCAR No. 26748) (the ``Merger 
Order''), the Commission authorized, among other things, NCE to acquire 
all of the issued and outstanding common stock of PSCo and Southwestern 
Public Service Company (``SPS''), an electric utility company, and to 
organize Enterprises as an intermediate holding company for certain of 
the existing nonutility subsidiaries of PSCo and SPS which the 
Commission held to be retainable under the standards of section 
11(b)(1) of the Act. In accordance with the Merger Order, PSCo 
transferred Natural Fuels Corporation (``Natural Fuels''), an 83.63% 
owned subsidiary of PSCo, to Enterprises. The remaining 16.37% interest 
in Natural Fuels is owned by CIC Stock Corporation (``CIC''), an 
indirect subsidiary of the Coastal Corporation, which is a nonaffiliate 
of NCE.
    Natural Fuels currently holds a 50% interest in Natural/Total 
Limited Liability Company (``Natural/Total''), a Wyoming limited 
liability company, and a 50% profits interest (25% capital interest) in 
Natural/Peoples Limited Liability Company (``Natural/Peoples''), also a 
Wyoming limited liability company. Natural/Total, in turn, holds a 67% 
interest in Natural/Total/KN Limited Partnership (``Natural/Total 
LLP'').
    Natural Fuels and its subsidiaries named above are engaged in two 
distinct lines of business which relate generally to the 
commercialization of compressed natural gas as a fuel for motor 
vehicles. One line of business includes the conversion of motor 
vehicles to permit operation by compressed natural gas or propane, and 
the construction, ownership and operation of compressed natural gas 
fueling stations (``Energy Services''). The other line of business 
involves the packaging and marketing of compressed natural gas fueling 
facility equipment (``Station Equipment''). The applicants state that 
the two lines of business have substantially different customer bases, 
geographic focus, and capital requirements. The Energy Services 
business is confined to parts of Colorado and Wyoming and generally 
serves the needs of motor vehicle users (both individual and fleet). 
This business generally involves the ownership and operation of long-
lived assets (viz. refueling stations). In contrast, the Station 
Equipment business is national and international in scope, and serves 
the needs of fuel providers, utilities, and automotive fleet operators, 
rather than vehicle users. This business does not involve investment in 
or ownership or operation of long-lived assets.
    The applicants state that they have determined that it would be 
desirable from an operational and organizational standpoint to separate 
Natural Fuel's Energy Services and Station Equipment businesses and 
transfer the former back to PSCo. The applicant assert that the Energy 
Services business fits well with PSCo's gas utility operations, as they 
share a similar customer base in Colorado and Wyoming and involve 
similar operational characteristics. Moreover, PSCo already owns and 
operates compressed natural gas fueling stations at the majority of its 
service centers for the operation of more than 350 service vehicles 
which use compressed natural gas in compliance with the requirements of 
the Energy Policy Act of 1992. The applicants also assert that the 
transfer would streamline and focus the marketing and public education 
efforts that are now conducted by both Natural Fuels and PSCo. To 
effectuate the goals of separating Natural Fuels Energy Services and 
Station Equipment businesses and of transferring the former back to 
PSCo, the applicants

[[Page 61952]]

request approval for a series of related transactions.
    First, Natural Fuels proposes to redeem the 16.37% interest in its 
outstanding common stock that is held by CIC through a distribution of 
certain unappreciated property (e.g., inventory assets, accounts 
receivable, etc.). Natural Fuels then proposes to organize and acquire 
the securities of two newly organized limited liability companies--
Natural Fuels LLC (``NATCO'') and Natural Station Equipment LLC 
(``STATCO'')--by contributing its remaining assets, which includes its 
membership interest in Natural/Total and Natural/Peoples. Natural Fuels 
seeks authorization to distribute the membership interest in STATCO to 
Enterprises, which will continue to hold such interest indefinitely. 
Enterprises then proposes to transfer 100% of the common stock of 
Natural Fuels to PSCo by means of a declaration of a dividend of the 
shares of Natural Fuels to NCE, followed by a capital contribution of 
such shares by NCE to PSCo. As a result, Natural Fuels would become a 
wholly owned subsidiary of PSCo. In addition, PSCo proposes to organize 
and acquire a new subsidiary (``New Natural Fuels''), which will be a 
single-member limited liability company. Lastly, Natural Fuels proposes 
to merge Natural Fuels into New Natural Fuels.
    As a result of these interrelated transactions, PSCo will then own, 
directly and indirectly through New Natural Fuels, all of the 
compressed natural gas services business of Natural Fuels, consisting 
of the existing refueling station operations in Colorado and Wyoming 
and vehicle conversion operations. The assets and business associated 
with Natural Fuels' station equipment business will remain with 
Enterprises.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-29651 Filed 11-12-99; 8:45 am]
BILLING CODE 8010-01-M