[Federal Register Volume 68, Number 69 (Thursday, April 10, 2003)]
[Notices]
[Pages 17683-17684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-8810]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27665]


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

April 4, 2003.
    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 April 28, 2003 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 April 29, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

National Grid Group plc, et al. (70-9849)

    National Grid Group plc (``National Grid''), National Grid Holdings 
One plc

[[Page 17684]]

(``Holdings One''), National Grid (US) Investments (``US 
Investments''), all at 15 Marylebone Road, London, NW15JD, United 
Kingdom, National Grid (Ireland) 1 Limited (``Ireland 1''), and 
National Grid (Ireland) 2 Limited (``Ireland 2'' and collectively, 
``Applicants''), both at 6 Avenue Pasteur L 2310, Luxembourg, all 
registered holding companies, have filed a post-effective amendment 
under section 5(d) of the Act to a previously filed application.
    By order dated March 15, 2000, the Commission authorized Holdings 
One (formerly known as National Grid) to acquire all of the issued and 
outstanding common stock of the New England Electric System (``NEES''), 
a registered holding company. See National Grid Group plc, et al, 
Holding Co. Act Release No. 27154 (March 15, 2000) (``NEES Order''). 
Holdings One acquired NEES through several intermediate registered 
holding companies, including: U.S. Investments, Ireland 1, and Ireland 
2. This corporate structure was designed to hold the National Grid's 
United States assets in a tax-efficient manner. To maintain tax 
efficiency, the Commission also authorized Holdings One to make non-
material changes to its corporate structure.\1\ See NEES Order.
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    \1\ In the application underlying the NEES Order, it is stated 
that to maintain an efficient post-acquisition structure would 
require their quick response to changes in such areas as tax law and 
accounting rules and that it might be necessary to revise various 
organizational details of the intermediate registered holding 
companies.
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    By order dated January 16, 2002, the Commission authorized Holdings 
One and National Grid (formerly known as New National Grid Group plc) 
to acquire Niagara Mohawk Holdings, Inc. (``NiMo''). See National Grid 
Group plc, et al, Holding Co. Act Release No. 27490 (January 16, 2002) 
(``NiMo Order''). In the NiMo Order, the Commission also authorized 
Holdings One to become a direct subsidiary of National Grid and the 
direct parent of National Grid Holdings, Ltd., a foreign utility 
company (``FUCO'') within the meaning of section 33 of the Act. In the 
application underlying the NiMo Order, it was represented that Holdings 
One would deregister, as proposed by the application, and claim FUCO 
status.
    Prior to the acquisition of NiMo, under the authority granted by 
the NEES Order, Holdings One restructured its intermediate registered 
holding company subsidiaries. Specifically, U.S. Investments, Ireland 
1, and Ireland 2 (collectively, ``Former Intermediate Holding 
Companies'') were removed as intermediate holding companies.\2\ They 
are now direct or indirect subsidiaries of National Grid Holdings 
Limited.\3\
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    \2\ National Grid (US) Investments 4, National Grid U.S. Partner 
1 Limited, National Grid U.S. Partner 2 Limited, and National Grid 
Holdings Inc. were added as new intermediate holding companies. 
National Grid (US) Holdings Limited and National Grid General 
Partnership were not changed in the restructuring, and remain 
intermediate registered holding companies.
    \3\ Specifically, U.S. Investments and Ireland 1 are direct 
subsidiaries of National Grid Holdings Limited; Ireland 2 is a 
direct subsidiary of Ireland 1.
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    Applicants state that, as a result of the transactions described 
above, Holdings One and the Former Intermediate Holding Companies no 
longer, directly or indirectly, own, control, or hold the power to vote 
ten percent or more of the outstanding voting securities of any public-
utility company or holding company. Correspondingly, Applicants request 
that the Commission declare that Holdings One and the Former 
Intermediate Holding Companies are no longer public-utility holding 
companies.

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-8810 Filed 4-9-03; 8:45 am]
BILLING CODE 8010-01-P