[Federal Register Volume 69, Number 10 (Thursday, January 15, 2004)]
[Notices]
[Pages 2367-2369]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-878]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27792]


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

January 9, 2004.
    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 February 2, 2004, 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 February 2, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

C&T Enterprises, Inc., et al. (70-10185)

    C&T Enterprises, Inc. (``C&T''), a holding company exempt by order 
under section 3(a)(1) of the Act from all provisions of the Act except 
section 9(a)(2),\1\ 1775 Industrial Boulevard, Lewisburg, Pennsylvania 
17837, and its parent companies Claverack Rural Electric Cooperative, 
Inc. (``Claverack''), RR 2 Box 17, Wysox, Pennsylvania 18854, and Tri-
County Rural Electric Cooperative, Inc. (``Tri-County'' and 
collectively, ``Applicants''), 22 North Main Street, Mansfield, 
Pennsylvania 16933, both Pennsylvania rural electric cooperatives and 
holding companies exempt by order under section 3(a)(1) of the Act from 
all provisions of the Act except section 9(a)(2),\2\ have filed an 
application with the Commission under sections 3(a)(1) and 9(a)(2) of 
the Act.
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    \1\ See C&T Enterprises, HCAR No. 27590 (October 31, 2002).
    \2\ See id.
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I. Applicants

    Claverack, a Pennsylvania corporation and an exempt holding 
company, is a rural electric cooperative. As of December 31, 2002, it 
rendered service to approximately 17,200 customers in an eight-county 
region in north central and northeastern Pennsylvania. Its service 
territory is approximately 1,820 square miles and is limited primarily 
to

[[Page 2368]]

the Commonwealth of Pennsylvania.\3\ Claverack is not subject to 
utility regulation by any state or federal agency. Its operations are 
overseen by the United States Department of Agriculture's Rural 
Utilities Services' Division. For the year ended December 31, 2002, 
Claverack's operating electric revenues were approximately $21.1 
million (on a non-consolidated basis). Its assets at December 31, 2002 
were approximately $57 million, consisting of approximately $44 million 
in identifiable electric utility property, plant and equipment and 
approximately $13 million in other corporate assets. Claverack's net 
income for the year ended December 31, 2002 was $1,569,554. Claverack 
and Tri-County each hold a 50% ownership interest in C&T, another 
exempt holding company described further below.
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    \3\ Claverack also serves a small percentage of customers in 
bordering counties of New York. Its New York sales are all a result 
of four metering points where electricity is sold to New York State 
Electric & Gas Co. for resale to New York consumers near the 
Pennsylvania/New York border.
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    Tri-County is a rural electric cooperative rendering retail 
electric service predominantly to the residents of Pennsylvania's 
Northern Tier.\4\ As of December 31, 2002, Tri-County provided retail 
electric service to approximately 17,900 customers, in an area 
encompassing 4,484 square miles in the following Pennsylvania counties: 
Bradford, Cameron, Clinton, Lycoming, McKean, Potter and Tioga. For the 
year ended December 31, 2002, Tri-County had electric operating 
revenues of approximately $19.1 million (on a non-consolidated basis). 
The assets of Tri-County were approximately $43 million in identifiable 
electric utility property, plant and equipment and approximately $16 
million in other corporate assets. Tri-County's net income for the year 
ending December 31, 2002 was $365,994. Tri-County is not subject to 
utility-style regulation by any state or federal agency. Like 
Claverack, Tri-County's operations are overseen by the United States 
Department of Agriculture's Rural Utilities Services' Division.
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    \4\ Tri-County also serves a very small percentage of customers 
in bordering counties of New York.
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    Wilderness, a Pennsylvania corporation and an exempt holding 
company, is a wholly owned subsidiary of Tri-County. For the year 
ending December 31, 2002, Wilderness' net income was -$365,005, its 
operating revenue was $150,607, and its assets were valued at 
$14,189,045 (on a non-consolidated basis). Wilderness has one 
subsidiary, which it wholly owns: Wellsboro (``Wellsboro''), another 
Pennsylvania corporation.
    Wellsboro provides retail electricity service in parts of Tioga 
County in north central Pennsylvania, serving approximately 5,700 
customers in a 266 square mile territory. For the year ended December 
31, 2002, Wellsboro: (1) Earned approximately $7.3 million in electric 
operating revenues; (2) owned assets were approximately $8.1 million, 
consisting of approximately $6.2 million in identifiable electric 
utility property, plant and equipment and approximately $1.9 million in 
other corporate assets; and (3) had net income of $72,766. The 
Pennsylvania Public Utility Commission (``Pa PUC'') regulates 
Wellsboro's retail electricity rates, as well as the terms and 
conditions of its service.
    C&T, a Pennsylvania corporation, is an exempt holding company. It 
holds all of the common stock of Citizens Electric Company 
(``Citizens'') and Valley Energy (``Valley''), both public-utility 
companies, and Susquehanna Energy Plus, Inc. (``SEP''), a nonutility 
company. For the year ended December 31, 2002, C&T's net income was 
$319,595, its operating revenues were $430,031, and it owned assets 
worth $30,893,256.
    Citizens, a Pennsylvania corporation, provides retail electricity 
service to approximately 6,500 customers within a fifty-five square 
mile service area that includes parts of Union and Northumberland 
Counties in central Pennsylvania. For the year ended December 31, 2002, 
Citizens: (1) Earned approximately $11.7 million in electric operating 
revenues; (2) owned assets worth approximately $13.2 million, 
consisting of approximately $5.9 million in identifiable electric 
utility property, plant and equipment and approximately $7.3 million in 
other corporate assets; and (3) earned $402,505 in net income. Citizens 
is regulated as a public utility by the Pa PUC, which establishes its 
retail rates and other terms of its service.
    Valley, a Pennsylvania corporation, is engaged in the business of 
selling and distributing natural gas to approximately 6,300 retail 
customers in a 104 square mile territory that includes in parts of 
Bradford County, which is in north-central Pennsylvania, and Chemung 
and Tioga Counties, which are in south-central New York.\5\ As of 
December 31, 2002, Valley's assets were valued at approximately $18 
million, consisting of identifiable natural gas utility property, plant 
and equipment, net of depreciation. As mentioned above, the Commission 
authorized C&T to acquire Valley on October 31, 2002. During the two 
months that Valley was a subsidiary C&T, the utility earned 
approximately $2,038,841 in total utility revenues and $82,465 in net 
income. Valley is subject to the jurisdiction of the Pa PUC and the New 
York Public Service Commission, which regulate the company's retail 
rates, terms and conditions of service, accounting, issuance of 
securities, transactions with affiliated companies and other matters.
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    \5\ Approximately 5,000 customers are located in Pennsylvania, 
and the remaining 1,300 customers are located in New York.
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II. Reorganization

    Tri-County and Claverack intend to consolidate the operations of 
all utility-related subsidiaries under C&T. This would be accomplished 
through two transfers (collectively, ``Reorganization''): Tri-County 
would transfer all of the common stock of Wilderness to C&T and, 
simultaneously, Wilderness would transfer all of the common stock of 
Wellsboro to C&T. After the Reorganization, Wilderness would be an 
inactive company and would no longer be a holding company within the 
meaning of the Act.
    To ensure that Claverack is making a contribution equivalent to the 
one that Tri-County is making by the transfer of Wilderness/Wellsboro, 
Claverack has already transferred its ownership of SEP to C&T. Upon 
obtaining regulatory approval,\6\ Wilderness would transfer to C&T up 
to $5.4 million in long-term debt that Wellsboro currently owes to 
Wilderness.\7\ Wilderness would refinance with C&T its $13.2 million of 
debt owed to the National Rural Cooperative Finance Corporation, 
consisting of the $5.4 million incurred by Wellsboro and approximately 
$9 million in acquisition debt incurred when Wilderness purchased 
Wellsboro. Finally, C&T would finance the $13.2 million with the 
National Cooperative Services Corporation.
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    \6\ Applicants state that the Pa PUC has already approved the 
transfer of long-term debt from Wilderness to C&T.
    \7\ Wellsboro used the proceeds from the sales of this long-term 
debt to fund capital projects.
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    After the Reorganization, the two rural electric cooperatives would 
continue to be the sole shareholders of the common stock of C&T, C&T 
would continue to be a subsidiary of both Tri-County and Claverack, and 
C&T would hold directly all of the common stock of three public-utility 
companies: Citizens, Valley, and Wellsboro.

III. Proposals

    Applicants request authority for Claverack and C&T to acquire all 
of the common stock of Wellsboro through their proposed acquisition of 
its parent

[[Page 2369]]

company, Wilderness. Additionally, an order is requested from the 
Commission continuing the exemptions under section 3(a)(1) of 
Claverack, Tri-County, and C&T from all provisions of the Act, except 
section 9(a)(2).

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-878 Filed 1-14-04; 8:45 am]
BILLING CODE 8010-01-P