[Federal Register Volume 65, Number 47 (Thursday, March 9, 2000)]
[Notices]
[Page 12596]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-5645]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27144]


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

March 1, 2000.
    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 amendment(s) 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 
application(s) and/or declaration(s) should submit their views in 
writing by March 23, 2000, 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 the 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 March 23, 2000, the applicant(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Northeast Utilities (70-9563)

Notice of Proposal to Amend Declaration of Trust; Order Authorizing 
Solicitation of Proxies

    Northeast Utilities (``NU''), a registered holding company, located 
at 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, 
has filed a declaration under sections 6(a)(2), 7(e) and 12(e) of the 
Public Utility Holding Company Act of 1935, as amended (``Act''), and 
rules 62(d) and 65 under the Act.
    NU has entered into an Agreement and Plan of Merger (``Merger 
Agreement''), dated October 13, 1999, amended and restated January 11, 
2000, with Consolidated Edison, Inc. (``CEI''), a New York electric and 
gas public utility holding company exempt from registration under 
section 3(a)(1) of the Act under rule 2, Consolidated Edison, Inc. 
(``New CEI''),\1\ a Delaware corporation and a wholly owned subsidiary 
of CEI, and N Acquisition LLC (``N Acquisition''), a Massachusetts 
limited liability company, which is directly and indirectly owned by 
New CEI. Under the Merger Agreement, CEI will be merged with and into 
New CEI, with New CEI as the surviving corporation, and N Acquisition 
will be merged with and into NU, with NU as the surviving entity 
(``Merger''). On January 20, 2000, NU and CEI filed a separate 
application-declaration (file no. 70-9613) with this Commission 
requesting authority to consummate the Merger.
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    \1\ New CEI was originally incorporated as CWB Holdings, Inc.
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    NU proposes to make certain amendments (``Amendments'') to its 
Declaration of Trust (``Trust Agreement''). The Amendment would 
specifically authorize NU to consummate a merger with one or more 
domestic limited liability companies under Massachusetts law.\2\ The 
Amendments would also allow the number of trustees resulting from the 
merger to be fixed by the agreement providing for the merger.
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    \2\ The Trust Agreement already authorizes the NU board of 
trustees to sell, lease or otherwise dispose of any part or parts of 
the properties of NU to the extent permitted by law. Under 
Massachusetts law, however, for a business trust to merge with 
another entity, its declaration of trust must explicitly authorize 
such a transaction. The Trust Agreement currently does not authorize 
NU to merge with another entity.
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    NU also proposes to solicit proxies from its common shareholders 
for the purposes of obtaining required shareholder approvals related to 
the merger. Specifically, NU proposes to solicit proxies from its 
common shareholders to approve the Amendments and the Merger Agreement 
at a special meeting, which is expected to be held in the spring of 
2000.
    The proposed Amendments, which will be effected regardless of 
whether the Merger is consummated, and the Merger Agreement must be 
approved by an affirmative vote of two-thirds of all NU shareholders 
eligible to vote. The Amendments and the Merger have already been 
approved by the unanimous vote of the NU board of trustees.
    NU requests that an order authorizing the solicitation of proxies 
be issued as soon as practicable under rule 62(d). It appears to the 
Commission that NU's declaration regarding the proposed solicitation of 
proxies should be permitted to become effective immediately under rule 
62(d).
    Fees, commissions, and expenses to be incurred in connection with 
the transactions described in the declaration are expected not to 
exceed $500,000. NU states that no state or federal commission, other 
than this Commission, has jurisdiction over the proposed transactions.
    It is ordered, under rule 62 under the Act, that the declaration 
regarding the proposed solicitation of proxies can become effective 
immediately, subject to the terms and conditions contained in rule 24 
under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-5645 Filed 3-8-00; 8:45 am]
BILLING CODE 8010-01-M