[Federal Register Volume 66, Number 87 (Friday, May 4, 2001)]
[Notices]
[Pages 22623-22624]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11207]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27387]


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

April 27, 2001.
    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 May 22, 2001, 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 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 May 22, 2001, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

WGL Holdings, Inc., et al. (70-9653)

    WGL Holdings, Inc. (``WGL Holdings''), a registered holding 
company, its gas utility subsidiary, Washington Gas Light Company, and 
WGL Holdings' nonutility subsidiary companies, Hampshire Gas Company, 
Crab Run Gas Company, Washington Gas Resources Corp., and Primary 
Investors LLC (collectively, ``Applicants''), all located at 1100 H 
Street, NW., Washington, DC 20080, have filed a post-effective 
amendment to an application-declaration filed under sections 6(a), 7, 
9(a), 10, 11, 12(b), 12(c), 12, 32, and 33 of the Act and rules 45, 46, 
47, 54, and 80-92 under the Act.
    By orders dated October 13, 2000, and November 13, 2000 (Holding 
Co. Act Release Nos. 27253 and 27276, respectively) (``Prior Orders''), 
the Commission, through March 31, 2004 (``Authorization Period''), 
authorized

[[Page 22624]]

certain financing activities related to WGL Holdings and its 
subsidiaries, including the establishment of a system money pool (the 
``Money Pool''). The Prior Orders permitted the addition of new 
subsidiaries as lenders to the Money Pool; however, Commission approval 
was required for the addition of new borrowers. In addition, the Prior 
Orders authorized WGL Holdings to invest not more than $100 million 
(``Investment Limit'') in existing or newly formed, direct or indirect 
nonutility subsidiaries that are engaged in the business of providing 
financing for purchases of energy-related equipment, goods, or services 
(``Consumer Finance Subsidiaries'').
    In accordance with the Prior Orders, WGL Holdings formed a new 
Consumer Finance Subsidiary, Washington Gas Credit Corp. (``WGCC''). 
Applicants now request that the Commission authorize WGCC's 
participation in the Money Pool as a borrower. Applicants state that 
all the borrowings of WGCC will count against the Investment Limit. 
Further, Applicants state that the addition of WGCC to the Money Pool 
requires no changes to the terms and conditions of the System Money 
Pool Agreement filed as an exhibit to the application-declaration in 
this matter.

Cascade Investment, L.L.C., and William H. Gates III (70-9865)

    Cascade Investment, L.L.C. (``Cascade''), a limited liability 
company formed under the laws of the State of Washington, 2365 Carillon 
Point, Kirkland, Washington 98033, and its sole member, William H. 
Gates III, One Microsoft Way, Redmond, Washington, 98033 (``Mr. 
Gates,'' and together with Cascade, ``Applicants''), have filed an 
application under sections 9(a)(2) and 10 of the Act.
    Applicants request approval of their acquisition of 5% or more, but 
less than 10%, of the outstanding voting securities of Avista 
Corporation (``Avista''), Otter Tail Power Company (``Otter Tail''). 
and Public Service Company of New Mexico (``PSNM''), each of which is a 
``public-utility company'' as defined in section 2(a)(5) of the Act. 
Applicants state that neither is an ``affiliate,'' as defined in 
section 2(a)(11)(A) of the Act, of any other public-utility company.
    Mr. Gates is Chairman of the Board, Chief Software Architect, and a 
major shareholder of Microsoft Corporation, which develops, 
manufactures, licenses and supports software products for business and 
person applications. Applicants state that Cascade was formed in 1995 
to make and hold certain investments for Mr. Gates, that Cascade 
invests in and holds the securities of numerous publicly and privately 
held companies, and that Cascade does not have any active business 
operations of its own.
    Cascade currently holds 2,887,500 shares (or approximately 6.12%) 
of the outstanding common stock of Avista, 1,399,500 shares (or 
approximately 5.87%) of the outstanding common stock of Otter Tail, and 
2,344,500 shares (or approximately 5.99%) of the outstanding common 
stock of PSNM. Applicants state that these shares were purchased on the 
open market solely for the purpose of investment, that they have filed 
joint statements on Schedule 13G under the Securities Exchange Act of 
1934 with respect to each of these three investments, and that neither 
Cascade nor Gates has any management arrangement with any of these 
companies.
    Avista, a Washington corporation, provides electricity and natural 
gas distribution and transmission services in a 26,000 square mile area 
in eastern Washington and northern Idaho with a population of 
approximately 835,000 and natural gas distribution service in a 4,000 
square mile area in northeast and southwest Oregon and in the South 
Lake Tahoe region of California with a population of approximately 
500,000. At December 31, 1999, Avista provided retail electric service 
to approximately 309,000 customers and retail natural gas service to 
approximately 269,000 customers. Avista is subject to regulation as to 
retail rates by the public utilities commissions of Washington, Idaho, 
Oregon, and California and as to wholesale electric rates by the 
Federal Energy Regulatory Commission (``FERC'').
    Otter Tail, a Minnesota corporation, produces, transmits, 
distributes and sells electric energy in a predominantly agricultural 
area in western Minnesota, eastern North Dakota and northeastern South 
Dakota. The population in this service area is approximately 230,000. 
Otter Tail is subject to regulation as to retail rates by the public 
utilities commissions in Minnesota, North Dakota and South Dakota and 
as to wholesale electric rates by the FERC.
    PSNM, a New Mexico corporation, generates, transmits, distributes 
and sells electricity and transmits, distributes and sells natural gas 
in parts of New Mexico, including the cities of Albuquerque and Santa 
Fe. As of December 31, 1999, PSNM provided public utility service to 
approximately 361,000 retail electric customers and 426,000 retail gas 
customers. PSNM is subject to regulation as to retail rates by the New 
Mexico Public Regulation Commission and as to wholesale electric rates 
by the FERC.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-11207 Filed 5-3-01; 8:45 am]
BILLING CODE 8010-01-M