[Federal Register Volume 67, Number 70 (Thursday, April 11, 2002)]
[Notices]
[Pages 17729-17730]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-8807]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27514]


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

April 5, 2002.
    Notice is hereby given that the following filing has 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-
declaration for complete statements of the proposed transaction 
summarized below. The application-declaration and any amendments 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-declaration should submit their views in writing by April 
30, 2002, 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 April 30, 2002, the application-declaration, as filed 
or as amended, may be granted and/or permitted to become effective.

KeySpan Corporation and Eastern Enterprises (70-9995)

    KeySpan Corporation (``KeySpan''), One MetroTech Center, Brooklyn 
New York, 11201, a public utility holding company registered under the 
Act, and Eastern Enterprises (``Eastern''), One Beacon Street, Boston, 
Massachusetts 02108, a wholly-owned subsidiary of KeySpan and an exempt 
holding company \1\ (collectively, ``Applicants''), have filed an 
application-declaration under sections 6(a), 7, 9(a) and 10 of the Act 
and rules 43 and 54 under the Act.
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    \1\ See Eastern Enterprises, Holding Co. Act Release No. 27269 
(Nov. 7, 2000).
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    In an order issued on November 7, 2000 (Holding Co. Act Release No. 
27271), as supplemented by the order issued on December 1, 2000 
(Holding Co. Act Release No. 27287) (collectively, the ``Merger 
Order''), the Commission approved KeySpan's acquisition of Eastern. In 
addition, on November 8, 2000, the Commission issued an order (Holding 
Co. Act Release No. 27272), as supplemented by an order issued on 
December 1, 2000 (Holding Co. Act Release No. 27286) (collectively, the 
``Financing Order''), authorizing a program of external financings, 
credit support arrangements and related proposals for KeySpan and its 
subsidiaries.
    Eastern's direct, wholly-owned public utility subsidiaries are: 
Boston Gas Company (d/b/a KeySpan Energy Delivery New England) 
(``Boston Gas''), Essex Gas Company (d/b/a KeySpan Energy Delivery New 
England) (``Essex Gas''), Colonial Gas Company (d/b/a KeySpan Energy 
Delivery New England) (``Colonial Gas''), and EnergyNorth Natural Gas, 
Inc. (d/b/a KeySpan Energy Delivery New England) (``ENGI'').\2\ Eastern 
also engages in various nonutility activities described in the Merger 
Order.
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    \2\ Boston Gas distributes natural gas to customers located in 
Boston and other cities and towns in eastern and central 
Massachusetts; Essex Gas distributes natural gas to customers in 
eastern Massachusetts; Colonial Gas distributes natural gas to 
customers located in northeastern Massachusetts and on Cape Cod; and 
ENGI distributes natural gas to customers located in southern and 
central New Hampshire and the city of Berlin.
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    In the current filing, Applicants request authority for Eastern to 
change its organizational form from a Massachusetts business trust to a 
Massachusetts limited liability company to be named KeySpan New 
England, LLC (``KeySpan New England'') (the ``Transaction'') by 
undertaking the following actions. First, KeySpan New England will be 
formed as a Massachusetts limited liability company, and KSNE, LLC 
(``KSNE'') will be formed as a Delaware limited liability company. 
Second, KeySpan will obtain ninety-nine percent (99%) of the membership 
interests in KeySpan New England for ninety-nine dollars and one 
hundred percent (100%) of the membership interests in KSNE for one 
hundred dollars; KSNE will obtain the remaining one percent (1%) 
membership interest in KeySpan New England for one dollar. As a result, 
KeySpan New England will be a two-member Massachusetts limited 
liability company owned 99% by KeySpan and 1% by KSNE, and KSNE will be 
a single-member Delaware limited liability company owned 100% by 
KeySpan. Third, Eastern and KeySpan New England will execute an 
agreement and plan of merger under which Eastern will agree to merge 
with and into KeySpan New England (the ``Merger''), with KeySpan New 
England as the surviving entity. The Merger will be

[[Page 17730]]

effective upon the acceptance of a Certificate of Merger by the 
Secretary of the Commonwealth of Massachusetts.
    KeySpan New England will succeed to Eastern's ownership interests 
in the gas utilities and the nonutility subsidiaries owned by Eastern. 
KeySpan New England will also be the successor of Eastern with respect 
to its commitments and authorizations set forth in the Merger Order and 
Financing Order. In addition, Applicants request that the Commission 
approve KeySpan New England, as the successor of Eastern, as an exempt 
holding company under the Act after the Transaction is completed.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 02-8807 Filed 4-10-02; 8:45 am]
BILLING CODE 8010-01-P