[Federal Register Volume 68, Number 218 (Wednesday, November 12, 2003)]
[Notices]
[Pages 64153-64154]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-28335]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27747]


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

November 5, 2003.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under 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 December 1, 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 December 1, 2003 the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

E.ON AG and LG&E Energy Corp. (70-10173)

    E.ON AG (``E.ON''), E.ON-Platz 1, 40479 Dusseldorf, Germany, a 
registered holding company, and LG&E Energy Corp. (``LG&E Energy''), 
220 West Main Street, Louisville, Kentucky 40202, a subsidiary of E.ON 
and a public utility holding company exempt from registration by order 
under section 3(a)(1) of the Act (collectively ``Applicants''), have 
filed an application (``Application'') under sections 9(a) and 10 of 
the Act and rule 54 under the Act. Applicants request an extension of 
the deadline to divest E.ON's nonutility interest in CRC-Evans 
International, Inc. and its subsidiaries.
    On December 11, 2000, Powergen plc (``Powergen'') acquired LG&E 
Energy,\1\ an exempt holding company under the Act, in accordance with 
the Commission's order in Holding Company Act Release No. 27291 
(December 6, 2000) (the ``Powergen Order''). In the Powergen Order, the 
Commission reserved jurisdiction over the retention of CRC-Evans 
International, Inc. and its subsidiaries. The subsidiaries of CRC-Evans 
International, Inc. include: CRC-Evans Pipeline International, Inc.; 
CRC-Evans Weighting Systems Inc. (formerly known as CRC-Key, Inc.); 
CRC-Evans B.V.; CRC-Evans Canada Ltd.; PIH Holdings Ltd.; and Pipeline 
Induction Heat Ltd. (collectively, the ``CRC-Evans Companies''). The 
CRC-Evans Companies are indirect, wholly-owned subsidiaries of E.ON, 
which provide specialized equipment and services for construction of 
crude oil, natural gas, refined product and water pipelines worldwide.
---------------------------------------------------------------------------

    \1\ LG&E Energy owns two public utility subsidiaries: Louisville 
Gas and Electric Company and Kentucky Utilities Company.
---------------------------------------------------------------------------

    The Commission authorized E.ON's acquisition of Powergen in an 
order issued on June 14, 2002 (Holding Company Act Release No. 27539) 
(the ``Acquisition Order''). E.ON completed the acquisition of Powergen 
on July 1, 2002 and registered as a holding company on that day.
    In the Powergen Order, applicants committed to take appropriate 
steps to divest CRC-Evans Companies within three years after the date 
of the order in that proceeding or to file a post-effective amendment 
to the application in such proceeding no later than June 30, 2001, 
seeking to justify the retention of such companies. No such post-
effective amendment was filed.
    Again in the Acquisition Order, Applicants committed to take 
appropriate steps to divest these companies within three years after 
the date of the Powergen Order, or by December 6, 2003. In the 
Acquisition Order, the Commission continued to reserve jurisdiction 
over the retention of the CRC-Evans Companies.
    Applicants state that they have made a concerted effort to dispose 
of the CRC-Evans Companies, but that depressed market conditions in the 
pipeline construction industry have had a negative impact on the 
marketability of the CRC-Evans Companies. Applicants state that 
although the overall weakness in the market is expected to continue 
into 2004, industry sources suggest that activity levels in the 
pipeline industry should improve as the industry recovers from a 
cyclical trough and liquidity issues. Accordingly, Applicants request 
an extension of the time to accomplish divestiture of the CRC-Evans 
Companies until December 31, 2005.

National Fuel Gas Company, et al. (70-10168)

    National Fuel Gas Company (``National Fuel Gas''), a registered 
holding company, and its nonutility subsidiaries (``Nonutility 
Subsidiaries'') National Fuel Gas Supply Corporation (``Supply''), 
Empire State Pipeline (``Empire''), Upstate Energy Inc. (``Upstate''), 
all at 10 Lafayette Square, Buffalo, New York 14203, National Fuel 
Resources, Inc. (``Resources''), 165 Lawrence Bell Drive, Suite 120, 
Williamsville, New York 14221, and Seneca Resources Corporation, 1201 
Louisiana Street, Suite 400, Houston, Texas 77002 (``Seneca'' and 
collectively, ``Applicants''), have filed an application-declaration 
with the Commission under sections 6(a), 7, 9(a), 10, 12(c) and 12(f) 
of the Act and rules 23, 45, 46 and 54 under the Act.

I. Background

A. Applicants
    National Fuel Gas, through its direct and indirect subsidiaries, is 
engaged in all phases of the natural gas business: Exploration, 
production, purchasing, gathering, processing, transportation, storage, 
retail distribution and wholesale and retail marketing. The company 
owns all of the issued and outstanding common stock of National Fuel 
Gas Distribution Corporation (``Distribution''), a gas-utility company 
that distributes natural gas at retail to approximately 732,000 
residential, commercial and industrial customers (including 
transportation-only customers) in portions of western New York and 
northwestern Pennsylvania. For the twelve months ended June 30, 2003, 
National Fuel Gas had operating revenues of approximately $2 billion, 
of which $1.1 were attributable to regulated gas utility sales, $200 
million to pipeline and storage operations, and $300 million to 
exploration and production activities. As of June 30, 2003, National 
Fuel Gas and its subsidiaries had total assets valued at approximately 
$3.8 billion, including $1.3 billion in net utility (i.e., 
distribution) plant, $786 million in net pipeline and storage plant, 
and $1.1 billion in next exploration and

[[Page 64154]]

production property, plant and equipment.
    Supply, an interstate pipeline company, transports and stores 
natural gas for Distribution and for other utilities, pipelines, 
marketers and large industrial customers in the northeastern United 
States. Supply owns and operates a 2,900-mile pipeline network that 
extends generally from southwestern Pennsylvania to the U.S.-Canadian 
border at Niagara Falls. It is regulated by the Federal Energy 
Regulatory Commission as a natural gas company under the Natural Gas 
Act of 1938.
    Empire, an intrastate pipeline company, transports natural gas for 
Distribution and for other utilities, large industrial customers and 
power producers in New York State. The company owns a 157-mile pipeline 
that extends generally from the U.S.-Canadian border at the Chippawa 
Channel of the Niagara River near Buffalo, N.Y. to near Syracuse, N.Y, 
and is regulated by the New York Public Service Commission.
    Seneca is engaged in the business of exploration and development of 
natural gas and oil producing reserves in California, in the 
Appalachian region of the United States, in Wyoming and in the Gulf 
Coast region of Texas and Louisiana. In addition, Seneca conducts 
exploration and production operations through subsidiaries in the 
provinces of Manitoba, Alberta, Saskatchewan and British Columbia in 
Canada.
    Resources markets natural gas to approximately 22,000 industrial, 
commercial and residential customers under long-term agreements, and 
provides other related energy services to those end-use customers. 
Upstate Energy engages through subsidiaries in gas marketing and 
related activities, and is a ``gas-related company'' within the meaning 
of rule 58. Neither Resources nor Upstate Energy owns or operates 
facilities for the distribution of gas at retail or for the generation, 
transmission or distribution of electricity for sale.
B. Existing Authority
    By order dated December 16, 1999 (HCAR No. 27114, ``December 1999 
Order''), the Commission authorized National Fuel Gas, through Supply, 
Resources, Seneca and Upstate, to acquire the equity and debt 
securities of one or more companies that are engaged in or are formed 
to engage in certain categories of non-utility gas-related operations 
outside the United States (``Foreign Energy Affiliates''). 
Specifically, the Commission authorized National and the Nonutility 
Subsidiaries (except as described below) to invest up to $300 million 
through December 31, 2003 in the securities of Foreign Energy 
Affiliates, and authorized Resources and Upstate Energy to engage 
directly in marketing and brokering and related activities in 
Canada.\2\
---------------------------------------------------------------------------

    \2\ The Commission reserved jurisdiction, pending completion of 
the record, over: (1) Investments by Seneca in Foreign Energy 
Affiliates that are engaged in exploration and production activities 
outside of the United States and Canada; (2) any investment by 
Supply in a Foreign Energy Affiliate; (3) direct energy commodity 
marketing and brokering by Resources and Upstate Energy outside the 
United States and Canada; and (4) investments by Resources and 
Upstate Energy in Foreign Energy Affiliates that are engaged in 
Energy Commodity marketing and brokering activities outside of the 
United States and Canada.
---------------------------------------------------------------------------

    By order dated December 27, 2000 (HCAR No. 27320, ``December 2000 
Order''), the Commission modified the December 1999 Order to authorize 
National Fuel Gas to invest up to an aggregate amount of $800 million 
(from $300 million) in Foreign Energy Affiliates.

II. Requests for Authority

    Applicants now request authority for National Fuel Gas to acquire 
directly, or indirectly through the Nonutility Subsidiaries, one or 
more newly organized direct subsidiaries of National Fuel Gas or one or 
more subsidiaries of the Nonutility Subsidiaries (``Intermediate 
Subsidiaries''), the securities of or other interests in Foreign Energy 
Affiliates through December 31, 2006 (``Authorization Period''). The 
aggregate amount invested by National Fuel Gas and its subsidiaries in 
Foreign Energy Affiliates would not exceed $800 million. Applicants 
state that, generally, the operations of Foreign Energy Affiliates 
would be substantially similar to those that the Nonutility 
Subsidiaries are now directly engaged in within the United States.
    Applicants request authority for Resources and Upstate to engage 
directly in marketing and brokering and related activities in Canada.
    Applicants request authority during the Authorization Period for 
the Nonutility Subsidiaries, Intermediate Subsidiaries, and Foreign 
Energy Affiliates to: (1) Pay dividends out of capital and unearned 
surplus; and (2) retire or reacquire any securities that have been 
issued to an associate company.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 03-28335 Filed 11-10-03; 8:45 am]
BILLING CODE 8010-01-P