[Federal Register Volume 64, Number 237 (Friday, December 10, 1999)]
[Notices]
[Pages 69302-69303]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-32062]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27108]


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

December 3, 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

[[Page 69303]]

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 27, 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 if any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After December 27, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Carolina Power & Light Company (70-9559)

    CP&L Holdings, Inc. (``Holdings''), 411 Fayetteville Street, 
Raleigh, North Carolina 27601-1748, a North Carolina corporation not 
currently subject to the Act and a subsidiary of Carolina Power & Light 
Company (``CP&L''), an exempt electric public utility holding company 
under section 3(a)(2) of the Act, has filed an application under 
sections 9(a)(2) and 10 of the Act.
    In summary, Holdings proposes to acquire all of the issued and 
outstanding shares of common stock of CP&L and, through the 
acquisition, CP&L's gas utility subsidiary company, North Carolina 
Natural Gas Corporation (``NCNG''), and CP&L's direct and indirect 
nonutility subsidiary companies (``Reorganization''). Following the 
proposed Reorganization, Holdings will be a public utility holding 
company and intends to claim an exemption from all provisions of the 
Act except section 9(a)(2) under section 3(a)(1) in accordance with 
rule 2 of the Act.
    CP&L is an electric public utility company operating in North 
Carolina and northeastern South Carolina. It is primarily engaged in 
the business of generating, purchasing, transmitting and distributing 
electricity to approximately 1.2 million customers. CP&L is subject to 
regulation by the North Carolina Utilities Commission (``NCUC'') and 
the South Carolina Public Service Commission regarding retail electric 
rates, securities issuances, affiliate transactions, and other matters.
    CP&L's sole utility subsidiary, NCNG, is a gas utility company 
operating in North Carolina. It engages in the transportation and 
distribution of natural gas to approximately 178,000 customers. NCNG is 
subject to regulation by the NCUC regarding rates, securities 
issuances, affiliate transactions, and other matters.
    CP&L has eight wholly owned nonutility subsidiaries and holds 
partial interests in subsidiaries that invest in affordable housing 
projects, renovate historic buildings and provide venture capital for 
the development and commercialization of electric utility technologies. 
The eight wholly owned nonutility subsidiaries and their primary 
businesses are: (1) Cape Fear Energy Corporation, which markets gas and 
provides energy management services; (2) Capitan Corporation holds 
title to certain land and water rights; (3) CaroFinancial holds various 
passive investments for CP&L (4) CaroFund, Inc. indirectly invests in 
affordable housing projects; (5) NCNG Energy Corporation holds certain 
energy-related investments and sells natural gas to resellers; (6) 
Interpath Communications, Inc. provides internet-based services and 
markets fiber optics capacity; (7) Monroe Power Company is an ``exempt 
wholesale generator,'' as defined in section 32 of the Act; and (8) 
Strategic Resources Solutions Corporation designs, develops, installs 
and provides facilities and energy management software systems and 
other services.
    For the year ended December 31, 1998, CP&L's consolidated operating 
revenues, adjusted to reflect the results of operations for NCNG in 
1998, were $3.4 billion, of which $3.1 billion (92%) were derived from 
electric utility operations, $152 million (4.5%) from regulated natural 
gas operations, and $122 million (3.5%) from diversified nonutility 
activities. At December 31, 1998, CP&L reported adjusted consolidated 
assets of $8.6 billion, including net electric utility plant of $5.8 
billion and net gas utility plant of $209 million.
    The Reorganization will be accomplished through an exchange of each 
outstanding share of CP&L common stock for one share of Holdings common 
stock. As a result of the Reorganization, Holdings will own all of 
CP&L's common stock and CP&L will be a public utility subsidiary 
company of Holdings. Following the Reorganization, the common stock of 
NCNG and some of CP&L's existing nonutility subsidiaries may be 
transferred to Holdings. CP&L's board of directors unanimously approved 
the Reorganization. In addition, at a special meetings of shareholders 
on October 20, 1999, the Reorganization was approved by the affirmative 
vote of both a majority of all votes entitled to be cast by holders of 
CP&L's $5 Preferred Stock, Serial Preferred Stock and Common Stock, 
voting together as a single class, and a majority of all of the votes 
entitled to be cast by the holders of CP&L's Common Stock, voting as a 
separate class.
    Holdings states that the holding company structure will enable CP&L 
to respond more effectively to the changes facing the energy industry 
today and to take advantage of the opportunities that will be available 
in the coming years. Among other benefits, the formation of a holding 
company will permit a clearer separation of CP&L's regulated and 
unregulated businesses, and will provide greater flexibility in 
establishing and financing new business initiatives. The holding 
company structure will also allow CP&L's management to make decisions 
based on the specific needs and characteristics of these nonutility 
businesses, such as financing requirements and capital structures, 
outside of the regulatory regime.
    For the Commission by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc 99-32062 Filed 12-9-99; 8:45 am]
BILLING CODE 8010-01-M