[Federal Register Volume 67, Number 96 (Friday, May 17, 2002)]
[Notices]
[Pages 35163-35165]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-12334]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27528]


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

May 10, 2002.
    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 June 4, 2002, 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 June 4, 2002, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Dominion Resources, Inc., et al. 70-9967)

    Dominion Resources, Inc. (``DRI''), a registered holding company; 
Consolidated Natural Gas Company (``CNG''), a registered holding 
company subsidiary of DRI, both at 120 Tredegar Street, Richmond, VA 
23219, and the following subsidiaries of DRI: Dominion Energy, Inc.; 
Elwood Energy LLC; Dominion Reserves, Inc.; Dominion Ohio ES, Inc.; 
Dominion Resources Services, Inc.; Dominion Alliance Holding, Inc., all 
located at 120 Tredegar Street, Richmond, VA 23219; Elwood II Holdings, 
LLC; Elwood III Holdings, LLC, both located at 21100 Noel Road, Elwood, 
IL 60421; Kincaid Generation, LLC, Box 260, Kincaid, IL 62540; DT 
Services, Inc.; Dominion Metering Services, Inc., both at 701 East Cary 
Street, Richmond, VA 23219; CNG International Corporation; Dominion 
Greenbrier, Inc.; and Dominion Natural Gas Storage, Inc. all located at 
120 Tredegar Street, Richmond, Virginia 23219; CNG Power Services 
Corporation; Dominion Products and Services, Inc.; Dominion Retail, 
Inc.; The Peoples Natural Gas Company; Dominion Tower, all located at 
625 Liberty Avenue, Pittsburgh, PA 15222; Dominion Exploration & 
Production, Inc.; CNG Pipeline Company; CNG Main Pass Gas Gathering 
Corporation; CNG Oil Gathering Corporation; Dominion Oklahoma Texas 
Exploration & Production, Inc., all located at Four Greenspoint Plaza, 
16945 Northchase Drive, Houston, TX 77060; Dominion Transmission, Inc.; 
Dominion Iroquois, Inc.; Dominion Field Services, Inc., all located at 
445 West Main Street, Clarksburg, WV 26301; Hope Gas, Inc., 347 West 
Main Street, Clarksburg, WV 26301; and The East Ohio Gas Company, 1717 
E. Ninth Street, Cleveland, OH 44114; (collectively ``Subsidiaries'') 
have filed an application-declaration under sections 6(a), 7, 9, 10, 
12(b), and 12(f) of the Act, and rules 43, 45, and 54 under the Act 
(``Application'').
    DRI, CNG, and the Subsidiaries seek authority to form and operate 
through December 31, 2005 a DRI money pool (``DRI Money Pool''). The 
Subsidiaries consist of both DRI subsidiaries, which are not 
subsidiaries of CNG, and DRI subsidiaries that are subsidiaries of CNG 
that are currently participants in the CNG money pool (``CNG Money 
Pool'').\1\ Neither DRI nor CNG will borrow from the DRI Money Pool, 
but will be the ultimate provider of funds to the DRI Money Pool as 
needed. Virginia Electric Power Company, an electric utility subsidiary 
company of DRI is not one of the participating Subsidiaries in the DRI 
Money Pool. Additional subsidiaries of DRI may become participants in 
the DRI Money Pool.\2\
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    \1\The CNG Money Pool will be terminated after issuance of an 
order approving the DRI Money Pool by the Commission and approval 
for each CNG utility company to participate in the DRI Money Pool by 
each state utility regulatory commission having jurisdiction over 
the transaction.
    \2\DRI requests that the Commission reserve jurisdiction over 
the addition of any new company.
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    The purpose of the DRI Money Pool will be to provide the 
Subsidiaries with internal and external funds and to invest surplus 
funds of DRI and the Subsidiaries in short-term money market 
instruments. The DRI Money Pool will offer the Subsidiaries lower 
short-term borrowing costs due to the elimination of banking fees, a 
mechanism to earn a higher return on interest from surplus funds that 
are loaned to other Subsidiaries, and decreased reliance on external 
funding sources.
    Participants will invest their surplus funds in the DRI Money Pool, 
and the Subsidiaries will borrow funds from the DRI Money Pool, 
provided that, (A) with respect to each of the CNG utility companies 
(East Ohio Gas Company, Hope Gas, Inc., and The Peoples Natural Gas 
Company) outstanding borrowings from the DRI Money Pool shall not 
exceed $750 million at any one time and (B) Exempt wholesale generators 
(``EWGs''), foreign utility companies (``FUCOs''), and exempt 
telecommunications companies (``ETCs'') are excluded as borrowers. DRI 
will obtain the funds to invest in the DRI Money Pool: (A) From 
internally generated funds; (B) through the authorizations the 
Commission granted by order date December 15, 1999 (HCAR No. 27112) and 
May 24,

[[Page 35164]]

2001 (HCAR No. 27406); and/or (C) any other current financing 
authorization or exemptions that may be available to DRI. Dominion 
Resources Services, Inc. will administer the Money Pool on an ``at 
cost'' basis.
    The daily interest rate on loans from the DRI Money Pool and on all 
deposits of cash in the money pool will equal the effective weighted 
average rate of interest on DRI's outstanding commercial paper and/or 
revolving credit borrowings. If no DRI borrowings are outstanding on 
the date of any outstanding loan, then the interest rate will be the 
Federal Funds' effective rate of interest as quoted daily by the 
Federal Reserve Bank of New York. The rate to be used for weekends and 
holidays will be the rate on the prior business day.
    Each participant receiving a loan through the DRI Money Pool would 
be required to repay the principal amount of the loan, together with 
all interest accrued thereon, on demand. Interest on outstanding loans 
would be paid to the DRI Money Pool monthly. All loans made through the 
DRI Money Pool can be repaid by the borrower without premium or 
penalty.
    Funds not required by the DRI Money Pool to make loans (with the 
exception of funds required to satisfy the DRI Money Pool's liquidity 
needs) would ordinarily be invested in one or more short-term 
investments including: (A) Obligations issued or guaranteed by the U.S. 
government and/or its agencies and instrumentalities; (B) commercial 
paper; (C) certificates of deposits; (D) bankers' acceptances; (E) 
repurchase agreements; (F) tax exempt notes; and (G) other investments 
that are permitted by section 9(c)(3) of the Act and rule 40. The 
interest income and investment income earned on loans and investments 
of surplus funds would be allocated among the participants in the DRI 
Money Pool in accordance with the proportion each participant's 
contribution of funds bears to the total amount of funds in the DRI 
Money Pool.
    All terms and conditions governing the operations of, and the 
participation by DRI, CNG and the Subsidiaries in, the DRI Money Pool 
will be contained in a written agreement.

C&T Enterprises, Inc. et al. (70-10023)

    C&T Enterprises, Inc. (``C&T''), 1775 Industrial Boulevard, 
Lewisburg, PA 17837, a Pennsylvania corporation and a public-utility 
holding company exempt from registration under section 3(a)(1) of the 
Act by order of the Commission, Claverack Rural Electric Cooperative, 
Inc. (``Claverack''), RR 2, Box 17, Wysox, PA 18854, a Pennsylvania 
rural electric cooperative and a holding company exempt from 
registration under section 3(a)(1) of the Act by order of the 
Commission, Tri-County Rural Electric Cooperative, Inc. (``Tri-
County''), a Pennsylvania rural electric cooperative and a holding 
company exempt from registration under section 3(a)(1) of the Act by 
order of the Commission, and Wilderness Area Utilities, Inc. 
(``Wilderness''), a Pennsylvania corporation and a public-utility 
holding company exempt from registration under section 3(a)(1) of the 
Act by order of the Commission,\3\ both of 22 North Main Street, 
Mansfield, PA 16933 (collectively, ``Applicants''), have filed with 
this Commission an application under sections 3(a)(1), 3(a)(2), 9(a)(2) 
and 10 under the Act.
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    \3\The Commission granted each Tri-County, Claverack and C&T 
exemptions in HCAR No. 26973 (Feb. 5, 1999). The Commission granted 
Wilderness an exemption in a prior order. (HCAR No. 26167 (Nov. 22, 
1994)).
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    Tri-County and Claverack each own 50% of the issued shares of C&T. 
Generally, the Applicants request: (1) Authority for C&T to directly 
and Tri-County and Claverack to indirectly acquire all of the common 
stock of Valley Energy, Inc. (``Valley''), a newly formed Pennsylvania 
public-utility company; (2) an order granting Tri-County, Claverack, 
Wilderness and C&T an exemption from registration under section 3(a)(1) 
of the Act from all provisions of the Act, except section 9(a)(2); and 
(3) in the alternative to section 3(a)(1) exemptions, Tri-County and 
Claverack request exemptions from registration under section 3(a)(2) 
from all provisions of the Act except section 9(a)(2).
    Tri-County is engaged in the distribution of electricity to 
approximately 17,000 customers throughout a 4,484 square mile service 
area in seven counties in north-central Pennsylvania. Tri-County also 
serves a small percentage of customers in bordering counties of New 
York. Tri-County is not subject to utility regulation by any state or 
federal agency and is specifically exempted from any regulation by the 
Pennsylvania Public Utilities Commission (``PA PUC'') under the 
Pennsylvania Electric Cooperative Corporation Act. For the fiscal year 
ended December 31, 2000, Tri-County's operating revenues and net income 
were approximately $16 million and $552,000, respectively. At December 
31, 2000, the assets of Tri-County were approximately $32 million in 
identifiable electric utility property, plant and equipment and 
approximately $10 million in other corporate assets.
    Tri-County has one wholly-owned subsidiary, Wilderness, which is a 
Pennsylvania public-utility holding company exempt from all provisions 
of the Act, except section 9(a)(2), under section 3(a)(1) of the 
Act.\4\ Wilderness has one wholly-owned operating subsidiary, Wellsboro 
Electric Company (``Wellsboro''), a Pennsylvania investor-owned public-
utility company. Wellsboro is engaged in the distribution of 
electricity to approximately 5,500 customers in an approximately 266 
square mile area in north-central Pennsylvania. Wellsboro is subject to 
regulation by the PA PUC. For the fiscal year ended December 31, 2000, 
Wilderness' operating revenues, net income and total assets were 
$149,147, $182,195, and $12,938,323, respectively. For the fiscal year 
ended December 31, 2000, Wellsboro's operating revenues and net income 
were approximately $6.1 million and $391,000, respectively. As of 
December 31, 2000, Wellsboro's assets were approximately $6 million 
consisting of approximately $4.5 million in identifiable electric 
utility property, plant and equipment and approximately $1.5 million in 
other corporate assets.
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    \4\HCAR No. 26167 (Nov. 22, 1994).
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    Claverack is engaged in the distribution of electricity to 
approximately 17,000 customers throughout a service territory of 
approximately 1,820 square miles in an eight county region in north-
central and north-eastern Pennsylvania. Claverack also serves a small 
percentage of customers in bordering counties in New York. Claverack 
wholly-owns one nonutility subsidiary, Susquehanna Energy Plus, Inc., 
doing business as Tioga Energy. Tioga Energy also jointly owns Tioga 
Propane with Wellsboro. Like Tri-County, Claverack is not subject to 
utility regulation by any state or federal agency and is specifically 
exempted from any regulation by the PA PUC under the Pennsylvania 
Electric Cooperative Corporation Act. For the fiscal year ended 
December 31, 2000, Claverack's operating electric revenues and net 
income were approximately $18 million and $300,000, respectively. At 
December 31, 2000, Claverack's assets were approximately $48 million 
consisting of approximately $40 million in identifiable electric 
utility property, plant and equipment and approximately $8 million in 
other corporate assets.
    C&T is a Pennsylvania corporation formed for the purpose of 
acquiring and holding the common stock of Citizens' Electric Company 
(``Citizens''). Tri-County and Claverack each own 50% of the issued 
shares of C&T, 1,000 shares each of common stock. C&T's sole

[[Page 35165]]

current asset is the stock of Citizens and upon consummation of the 
acquisition discussed below, the stock of Valley. C&T will not have any 
other subsidiaries. For the fiscal year ended December 31, 2000, C&T's 
operating revenues, net income and total assets were approximately 
$253,312, $110,586, and $13,282,139, respectively.
    Citizens, a Pennsylvania public-utility company, is principally 
engaged in the distribution of electricity to approximately 6,300 
customers in an approximately 55 square mile service territory in parts 
of two counties in central Pennsylvania. Citizens is subject to 
regulation as a public-utility company as to retail electric rates and 
other matters by the PA PUC. For the fiscal year ended December 31, 
2000, Citizens' operating revenues and net income were approximately 
$9.3 million and $191,000, respectively. Assets of Citizens were 
approximately $8.4 million consisting of approximately $5.2 million in 
identifiable electric utility property, plant and equipment and 
approximately $3.2 million in other corporate assets.
    On October 4, 2000, C&T entered into an agreement to purchase the 
Pennsylvania and New York natural gas assets of NUI Utilities, Inc 
(``NUI'') (``Asset Sale Agreement''). The Asset Sale Agreement provides 
that C&T shall purchase substantially all of the natural gas assets of 
NUI located in Pennsylvania and New York (``Acquisition''). Upon 
consummation of the Acquisition, C&T will transfer its ownership 
interest in the NUI assets to Valley. Upon the transfer of the assets 
to Valley, Valley will issue 1000 shares of common stock, all of which 
will be held by C&T (``Stock Acquisition''). The shareholders of C&T 
and NUI have approved the Stock Acquisition at their respective 
shareholder meetings.
    Valley will be a public-utility company as defined in section 
2(a)(5) of the Act. Valley will be engaged in the business of selling 
and distributing natural gas in parts of one county in north-central 
Pennsylvania and in portions of two counties in south-central New York. 
Valley will serve approximately 6,300 retail customers in a 104 square 
mile territory lying substantially within the Commonwealth of 
Pennsylvania with the remaining portion in the state of New York. 
Approximately 5,000 of Valley's customers will be located in 
Pennsylvania with the remaining 1,300 customers located in New York. 
Valley will be an investor-owned public-utility subject to regulation 
by the PA PUC and the New York Public Service Commission.
    Each of C&T, Wilderness, Tri-County and Claverack requests an order 
under section 3(a)(1) exempting it from all provisions of the Act 
except 9(a)(2) following consummation of the Stock Acquisition. Each 
states that it will remain predominantly intrastate in character and 
carry on its business substantially in Pennsylvania, the state in which 
each company and every material public-utility company subsidiary are 
organized. In the alternative, Tri-County and Claverack, request an 
order under section 3(a)(2), exempting it from all provisions of the 
Act except 9(a)(2).

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-12334 Filed 5-16-02; 8:45 am]
BILLING CODE 8010-01-P