[Federal Register Volume 66, Number 207 (Thursday, October 25, 2001)]
[Notices]
[Pages 54035-54037]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-26898]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27454]


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

October 19, 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 November 13, 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 November 13, 2001, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Holyoke Water Power Company (70-9943)

    Holyoke Water Power Company (``HWP''), an electric utility company 
subsidiary of Northeast Utilities (``NU''), a registered holding 
company, and Holyoke Power and Electric Company (lrdquo;HP&E''), a 
wholly owned subsidiary of HWP, both located at 1 Canal Street, 
Holyoke, Massachusetts 01040, have filed a declaration under section 
12(d) and rules 44 and 54 under the Act.
    HWP and HP&E seek authorization to sell to the City of Holyoke Gas 
and Electric Department (``HG&E'') certain hydroelectric generating 
facilities, associated distribution assets, and other related assets. 
The sale is a result of both an agreement settling certain litigation 
between the applicants and HG&E and a Federal Energy Regulatory 
Commission hydroelectric plant relicensing proceeding. The assets 
consist of (i) the Holyoke Dam and related units; (ii) related 
inventory and units, including poles and wires; (iii) certain of HWP's 
properties in the city of Holyoke, along with certain properties in the 
cities of Chicopee and South Hadley, Massachusetts; (iv) contracts with 
all of HWP's retail customers; and (v) all millpowers, water exchange 
agreements, licenses, and other agreements related to the acquired 
assets (collectively, ``HWP Assets''). The HWP Assets comprise between 
78-80% of HWP's total assets and between 22-23% of HWP's total 
generating capacity. The sale will dispose of HWP's entire 
hydroelectric generating capacity. HG&E will also assume certain 
liabilities associated with the HWP Assets and reassume HWP's position 
as licensee for the hydroelectric facilities under a license issued by 
the Federal Regulatory Energy Commission (``FERC''). The license is 
subject to various FERC rehearing requests.
    HG&E will pay HWP $17.55 million, subject to closing adjustments, 
for the HWP Assets. Various FERC-jurisdictional transmission assets 
will be included with the HWP Assets and are the subject of various 
filings made by HWP with FERC.\1\ HG&E will

[[Page 54036]]

continue to use the HWP Assets to generate electricity.
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    \1\ These filings include a request for approval for the 
transfer of a hydro license under Part I of the Federal Power Act, 
for the sale of the hydroelectric facilities and assignment of 
related agreements under Section 203 of the Federal Power Act, and 
for the modification or termination of certain power contracts by 
HWP under Section 205 of the Federal Power Act.
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    The net proceeds of the sale will be invested by HWP in the NU 
System Money Pool (``NU Money Pool'') \2\ and/or other short-term 
investments until later in 2001 when the proceeds will be paid to NU as 
a dividend or used to retire some of HWP's debt.
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    \2\ The NU Money Pool was originally approved in SEC File No. 
70-9755, HCAR No. 27328 (December 28, 2000).
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NiSource Inc., et al. (70-9945)

    NiSource Inc. (``NiSource''), a registered holding company, its 
utility subsidiaries: Northern Indiana Public Service Company 
(``Northern Indiana''), Kokomo Gas and Fuel Company (``Kokomo''), 
Northern Indiana Fuel and Light Company (``NIFL''), all located at 801 
East 86th Avenue, Merrillville, Indiana 46410-6272; Bay State Gas 
Company (``Bay State''), Northern Utilities, Inc. (``Northern 
Utilities''), both located at 300 Friberg Parkway, Westborough, 
Massachusetts 01581-5039; Columbia Gas of Kentucky, Inc. (``Columbia 
Kentucky''), Columbia Gas of Ohio, Inc. (``Columbia Ohio''), Columbia 
Gas of Maryland, Inc. (``Columbia Maryland''), Columbia Gas of 
Pennsylvania, Inc. (``Columbia Pennsylvania''), and Columbia Gas of 
Virginia, Inc. (``Columbia Virginia''), all located at 200 Civic Center 
Drive, Columbia, Ohio 43215; Columbia Energy Group (``Columbia''), a 
subsidiary registered holding company of NiSource, 801 East 86th 
Avenue, Merrillville, Indiana 46410-6272; and NiSource's nonutility 
subsidiaries: NiSource Corporate Services Company, EnergyUSA, Inc., (an 
Indiana corporation), EnergyUSA-TPC Corp., Energy USA, Inc. (a 
Massachusetts corporation), Primary Energy, Inc., NiSource Capital 
Markets, Inc. (``NiSource Capital''), NiSource Finance Corp. 
(``NiSource Finance''), NiSource Development Company, Inc., NI Energy 
Services, Inc., NiSource Energy Technologies, Inc., Columbia Assurance 
Agency, Inc., Columbia Accounts Receivable Corporation, Columbia 
Atlantic Trading Corporation, Columbia Electric Remainder Corporation, 
Columbia Energy Services Corporation, Columbia Insurance Corporation, 
Ltd., Columbia LNG Corporation, Columbia Energy Retail Marketing 
Corporation, Columbia Service Partners, Inc., all located at 801 East 
86th Avenue, Merrillville, Indiana 46410-6272; Columbia Energy 
Resources, Inc., Alamco-Delaware, Inc., Hawg Hauling & Disposal, Inc., 
Columbia Natural Resources, Inc., all located at 900 Pennsylvania 
Avenue, Charleston, West Virginia 25302; Columbia Gas Transmission 
Corporation, Columbia Transmission Communications Corporation, NiSource 
Pipeline Group, Inc., Crossroads Pipeline Company, Columbia Pipeline 
Corporation, Columbia Energy Group Capital Corporation, Columbia Deep 
Water Services Company, all located at 12801 Fair Lakes Parkway, 
Fairfax, Virginia 22030-0146; IWC Resources Corporation, 1220 Waterway 
Boulevard, Indianapolis, Indiana 46202; SM&P Utility Resources, Inc., 
11455 North Meridian Street, Suite 200, Carmel, Indiana 46032; and 
Columbia Gulf Transmission Company, 2603 Augusta, Suite 125, Houston, 
Texas 77057 (collectively ``Applicants''), have filed an application-
declaration under sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of the 
Act and rules 45, 53 and 54 under the Act.
    Applicants request authority to establish a new NiSource system 
money pool (``Money Pool'') that will replace the current Columbia 
system money pool and, to the extent not exempted by rule 52, 
Applicants request authorization for the period through December 31, 
2003 (the ``Authorization Period'') to make unsecured short-term 
borrowings from the Money Pool, to contribute surplus funds to the 
Money Pool, and to lend and extend credit to (and acquire promissory 
notes from) one another through the Money Pool. To the extent not 
exempted by rule 45(b) or rule 52(d), as applicable, NiSource, directly 
or indirectly through NiSource Finance, requests authorization to 
invest surplus funds and/or to lend and extend credit to the 
participating subsidiaries through the Money Pool.
    In addition, Columbia Maryland requests authorization to issue 
additional shares of its common stock and long-term debt securities to 
Columbia from time to time during the Authorization Period in an 
aggregate amount not to exceed $40 million.

NiSource Money Pool

    NiSource, Columbia, NiSource Finance, and NiSource Capital will 
participate in the Money Pool as investors only and not as borrowers. 
Exempt wholesale generators (``EWGs''), foreign utility companies 
(``FUCOs''), and exempt telecommunications companies (``ETCs'') will be 
specifically excluded from participating in the money Pool as 
borrowers.
    Under the proposed terms of the Money Pool Agreement, short-term 
funds would be available from the following sources for short-term 
loans to the participating subsidiaries from time to time: (1) Surplus 
funds in the treasuries of Money Pool participants, and (2) proceeds 
received by NiSource Finance from the sale of commercial paper, 
borrowings from banks and other lenders, and other financing 
arrangements (``External Funds''), as authorized by order of the 
Commission dated November 1, 2000 (HCAR No. 27265). Funds would be made 
available from these sources in the order NiSource Corporation Services 
Company, as the Administrative Agent, may determine would result in a 
lower cost of borrowing, consistent with the individual borrowing needs 
and financial standing of Money Pool participants that invest finds in 
the Money Pool. The Commission is requested to reserve jurisdiction 
over the participation as a borrower of any other direct or indirect, 
current or future, non-utility subsidiary of NiSource.
    Proceeds of any short-term borrowings from the Money Pool may be 
used by a participant (i) for the interim financing of its construction 
and capital expenditure programs; (ii) for its working capital needs; 
(iii) for the repayment, redemption or refinancing of its debt and 
preferred stock; (iv) to meet unexpected contingencies, payment and 
timing differences, and cash requirements; and (v) to otherwise finance 
its own business and for other lawful general corporate purposes.
    The utility subsidiaries (other than Columbia Virginia) \3\ request 
authority to make borrowings through the Money Pool in the following 
maximum amounts at any time outstanding:
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    \3\ Borrowings under the Money Pool by Columbia Virginia will be 
exempt under rule 52(a).

Northern Indiana......................................    $1,000,000,000
Kokomo................................................        50,000,000
NIFL..................................................        50,000,000
Bay State.............................................       250,000,000
Northern Utilities \4\................................        50,000,000
Columbia Ohio.........................................       700,000,000
Columbia Kentucky.....................................        80,000,000
Columbia Pennsylvania.................................       300,000,000
Columbia Maryland.....................................        50,000,000
 

    Borrowing under the Money Pool by participating subsidiaries that 
are authorized to borrow, other than the utility subsidiaries, will be 
exempt pursuant to Rule 52(b).
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    \4\ Any borrowings by Northern Utilities under the Money Pool 
that are in excess of 10% of its net fixed plant must be approved by 
the New Hampshire Public Utilities Commission and, therefore, would 
be exempt under rule 52(a).

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[[Page 54037]]

Long-Term Securities of Columbia Maryland

    Columbia Maryland requests authorization to issue and sell from 
time to time during the Authorization Period, and Columbia requests 
authorization to acquire, additional shares of Columbia Maryland's 
common stock and long-term debt securities. The aggregate amount of 
common stock and/or long-term debt securities to be issued by Columbia 
Maryland during the Authorization Period will not to exceed $40 
million. The funds required by Columbia in order to make loans to 
Columbia Maryland will be derived from borrowings from NiSource 
Finance.
    The interest rate on long-term debt securities issued by Columbia 
Maryland to Columbia will be designed to match the interest rate on 
borrowings made by Columbia from NiSource Finance in order to fund the 
purchase of such long-term securities, which, in turn, will be equal to 
the effective rate (i.e., interest rate plus issuance costs) for the 
most recent long-term debt securities issued by NiSource finance during 
the previous calendar quarter. If no such long-term debt securities 
were issued by NiSource finance during the previous calendar quarter, 
then the interest rate on long-term debt securities issued by Columbia 
Maryland to Columbia will be either the estimated new long-term rate 
that would be in effect if NiSource Finance were to issue long-term 
debt securities, as projected by a major investment bank, or the 
prevailing market rate for a newly issued ``BBB''-rated utility bond. 
Long-term notes issued by Columbia Maryland to Columbia may have 
maturities of up to 30 years and may be either secured or unsecured.
    NiSource commits to maintain common equity of Columbia Maryland, as 
a percentage of Columbia Maryland's consolidated capitalization 
(including short-term debt), at or above 30%.
    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-26898 Filed 10-24-01; 8:45 am]
BILLING CODE 8010-01-M