[Federal Register Volume 64, Number 229 (Tuesday, November 30, 1999)]
[Notices]
[Pages 66937-66938]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-31033]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27107]


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

November 23, 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 December 20, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, DC 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 December 20, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Northeast Utilities; 70-9535

    Northeast Utilities (``Northeast''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01090, a registered holding company, has 
filed an application-declaration under sections 6(a), 7, 9(a) and 10 of 
the Act and rule 54 under the Act.
    Northeast proposes to acquire, by means of a merger, all of the 
issued and outstanding common stock of Yankee Energy System, Inc. 
(``YES''), a Connecticut corporation and an exempt holding company 
under section 3(a)(2) of the Act, pursuant to an Agreement and Plan of 
Merger dated as of June 14, 1999 (``Merger Agreement''). Northeast 
proposes to cause the organization of a wholly-owned subsidiary 
(``Merger Sub'') by Merger Sub issuing and Northeast acquiring one 
hundred shares of Merger Sub common stock, par value $10 per share for 
$1000. Under the Merger Agreement, YES will merge with and into Merger 
Sub. Holders of the common stock of YES will receive consideration in 
cash and Northeast common stock valued at $45.00 per YES share. The 
total consideration to be paid by Northeast for the outstanding shares 
of YES common stock will be approximately $478 million, based on 
approximately 10.6 million shares of YES common stock outstanding.
    Each YES shareholder can elect the form of consideration, but this 
election is subject to proration and adjustment. Under the Merger 
Agreement, 55% of all issued and outstanding YES shares will be 
exchanged for cash, and 45% will be exchanged for Northeast common 
stock. If YES shareholders owning more than 55% of YES shares elect to 
receive cash, the number of YES shares converted into cash will be less 
than the number elected. If YES shareholders owning more than 45% of 
YES shares elect to receive Northeast common stock, the number of YES 
shares converted into stock will be less than the number elected.
    Northeast currently anticipates that the full amount necessary to 
fund the cash consideration to be paid to YES shareholders will be 
financed through debt issued by Northeast. Northeast requests 
authorization to issue from time to time through June 30, 2002 short or 
long-term debt securities in an amount sufficient to satisfy the cash 
portion of the consideration in connection with the merger, estimated 
not to exceed $275 million. Such debt securities may include notes, 
debentures and medium-term notes and/or borrowings from banks and 
others financial institutions. Any long-term debt security would have 
such designation, aggregate principal amount, maturity, interest rates 
or methods of determining the same, terms of payment of interest, 
redemption provisions, non-refunding provision, sinking fund terms and 
other terms and conditions as Northeast may determine at the time of 
issuance. The effective cost of money on short-term debt borrowings 
will not exceed at issuance 400 basis points over the comparable term 
London Interbank Offered Rate and the effective cost of money on long-
term borrowing will not exceed at issuance 400 basis over comparable 
term U.S. Treasury securities. The maturity of indebtness will not 
exceed 10 years from the date of issuance and the underwriting fees, 
commissions, or other similar remuneration paid in connection with the 
noncompetitive issue, sale or distribution of a security will not 
exceed 2.5% of the principal or total amount of the financing.
    Merger Sub, as a wholly-owned subsidiary of Northeast and as 
successor to YES, will register as a holding company under section 5 of 
the Act and will act as the holding company for Northeast's gas utility 
subsidiary and related companies. Northeast's existing operating 
electric utility subsidiaries will remain direct operating subsidiaries 
of Northeast.
    Northeast is the parent of a number of companies comprising the 
Northeast Utilities system (``System''). Northeast has traditionally 
furnished franchised retail electric service in Connecticut, New 
Hampshire and western Massachusetts through three of Northeast's 
wholly-owned subsidiaries, The Connecticut Light and Power Company 
(``CL&P''), Public Service Company of New Hampshire (``PSNH'') and 
Western Massachusetts Electric Company (``WMECO''). Northeast has also 
furnished retail electric service to a limited number of customers 
through another wholly-owned subsidiary, Holyoke Water Power Company 
(``HWP''), doing business in and around Holyoke, Massachusetts. In 
addition to their retail electric service business, CL&P, PSNH, WMECO 
and HWP (including its wholly owned subsidiary, Holyoke Power and 
Electric Company), together furnish wholesale electric service to 
various municipalities and other utilities throughout the Northeast.\1\ 
The System serves approximately 30% of New England's electric needs and 
is one of the 24th largest electric utility systems in the country as 
measured by revenues.
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    \1\ CL&P, PSNH and WMECO furnish retail delivery franchise 
service in 149, 198 and 59 cities and towns in Connecticut, New 
Hampshire and Massachusetts, respectively. In 1998, CL&P furnished 
retail franchise service to approximately 1.11 million customers in 
Connecticut, PSNH provided retail service to approximately 422,000 
customers in New Hampshire and WMECO served approximately 196,000 
retail franchise customers in Massachusetts. HWP serves 32 retail 
customers in Holyoke, Massachusetts.
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    North Atlantic Energy Corporation is a special-purpose operating 
subsidiary of Northeast that owns a 35.98 percent interest in the 
Seabrook nuclear generating facility in Seabrook, New Hampshire, and 
sells its share of the capacity and output from Seabrook to PSNH under 
two life-of-unit, full-cost recovery contracts. Several wholly-owned 
subsidiaries of Northeast provide support services for the Northeast 
companies and, in some cases, for other New England utilities.\2\
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    \2\ Northeast Utilities Service Company (``NUSCO''), provides 
centralized accounting, administrative, information resources, 
engineering, financial, legal, operational, planning, purchasing and 
other services to the System companies. North Atlantic Energy 
Service Corporation has operational responsibility for Seabrook. 
Northeast Nuclear Energy Company acts as agent for the System 
companies and other New England utilities in operating the Millstone 
nuclear generating facilities in Waterford, Connecticut. Three other 
subsidiaries (Rocky River Realty Company, The Quinnehtuk Company, 
and Properties, Inc.) construct, acquire or lease some of the 
property and facilities used by the System companies.
    In January 1999, Northeast added three new corporations to the 
System: NU Enterprises, Inc. (``NUEI''), the holding company for the 
System's unregulated businesses; Northeast Generation Company and 
Northeast Generation Services Company. Also in January 1999 
Northeast transferred to NUEI the stock of three other of its 
subsidiaries, making them wholly owned subsidiaries of NUEI: Select 
Energy, Inc.; HEC Inc.; and Mode 1 Communications, Inc. These 
companies engage, either directly or indirectly through 
subsidiaries, in a variety of energy-related and telecommunications 
activities, as applicable, primarily in the unregulated energy 
retail and wholesale commodity, marketing and service fields.

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[[Page 66938]]

    YES, is primarily engaged in the retail distribution of natural gas 
through its wholly-owned subsidiary, Yankee Gas Services Company 
(``Yankee Gas''), a Connecticut public utility service company. Yankee 
Gas serves approximately 185,000 residential, commercial and industrial 
customers in 69 cities and towns, and covers approximately 1,995 square 
miles in Connecticut.\3\ Yankee Gas operates the largest natural gas 
distribution system in Connecticut as measured by number of customers 
and size of service territory.
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    \3\ Yankee Gas' assets include distribution lines, meters, 
pumps, valves and pressure and flow controllers. Yankee Gas owns 
approximately 2,820 miles of distribution mains, 133,033 service 
lines, and 185,000 active meters for customer use, all located in 
Connecticut. Yankee Gas also owns and operates various propane 
facilities and six gas storage holders.
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    YES also owns four active non-utility subsidiaries including: (1) 
NorConn Properties Inc., which holds property and facilities of Yes; 
(2) Yankee Energy Financial Services Company, which provides customers 
with financing for energy equipment installations; (3) Yankee Energy 
Services Company, which provides a wide range of energy-related 
services for its customers; and (4) R.M. Services, Inc., which provides 
debt collection service to utilities and other businesses nationwide.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-31033 Filed 11-29-99; 8:45 am]
BILLING CODE 8010-01-M