[Federal Register Volume 69, Number 11 (Friday, January 16, 2004)]
[Notices]
[Pages 2637-2638]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-1102]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27793; File No. 3-11373]


Public Utility Holding Company Act of 1935; Application of 
Stephen Forbes Cooper, LLC, PGE Trust, and Enron Corporation for 
Exemption Under the Public Utility Holding Company Act of 1935 (No. 70-
10190); Notice of and Order Scheduling Hearing Regarding Request for 
Order Exempting Holding Companies from Registration Under the Public 
Utility Holding Company Act of 1935

January 14, 2004.
    Enron Corporation (``Enron''), a public utility holding company, 
Stephen Forbes Cooper, LLC (``SFC''), an entity headed by the Acting 
President of Enron, and PGE Trust, an entity that Enron may organize 
(collectively ``Applicants''), all located at 1400 Smith Street, 
Houston, Texas 77002, have filed an application (``Application'') with 
the Securities and Exchange Commission seeking exemption from all 
provisions of the Public Utility Holding Company Act of 1935 (``Act'') 
except section 9(a)(2). Enron represents that it is a public utility 
holding company by reason of its ownership of all of the outstanding 
voting securities of Portland General Electric Company (``Portland 
General''). Enron requests exemption

[[Page 2638]]

under Section 3(a)(4) of the Act.\1\ Section 3(a)(4) provides that the 
Commission shall exempt, ``unless and except insofar as it finds the 
exemption detrimental to the public interest or the interest of 
investors or consumers,'' a holding company if:
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    \1\ We take no position as to whether the Application with 
respect to any of the Applicants was filed in good faith as required 
under Section 3(c) in order to exempt the applicant from any 
obligation, duty, or liability imposed by the Act upon the applicant 
until the Commission has acted on such application.

such holding company is temporarily a holding company solely by 
reason of the acquisition of securities for purposes of liquidation 
or distribution in connection with a bona fide debt previously 
contracted or in connection with a bona fide arrangement for the 
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underwriting or distribution of securities * * *

    Section 3(c) of the Act provides that:

    Within a reasonable time after the receipt of an application for 
exemption under subsection (a) or (b), the Commission shall enter an 
order granting, or, after notice and opportunity for hearing, 
denying or otherwise disposing of such application * * *

    We cannot, from the face of the Application, conclude that Enron 
meets the statutory criteria for an exemption pursuant to section 
3(a)(4) of the Act. Therefore, we have determined, in accordance with 
sections 3(c) and 19 of the Act, to conduct a hearing on Enron's 
Application.\2\ Because ownership and control of Portland General has 
not yet been transferred to the other applicants, there is no basis for 
taking action on the applications of SFC and PGE Trust. We therefore do 
not consider these two requests.
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    \2\ Although the Applicants did not request a hearing, they have 
reserved their right to do so.
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    The hearing will be conducted on the basis of written submissions 
to be filed on or before February 2, 2004.\3\ We currently believe, 
given the issues raised in the Application, that a hearing on the basis 
of written submissions will be sufficient. However, if any person 
believes that oral testimony or oral argument is necessary, he may 
request that the Commission consider ordering such testimony or oral 
argument. Such a request should be filed by February 2, 2004, and 
should specify why the person making the request believes such 
testimony or argument is necessary and what the person making the 
request expects to accomplish thorough such testimony or argument.
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    \3\ No briefs in addition to those specified in this Notice and 
Order may be filed without leave of the Commission. Attention is 
called to Rules 150-153, with respect to form and service. Briefs 
shall not exceed 50 pages, exclusive of pages containing the table 
of contents, table of authorities, and any addendum, except with 
leave of the Commission. Requests for extensions of time to file 
briefs are disfavored.
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    Accordingly, it is hereby ordered that a hearing shall be 
conducted, pursuant to Sections 3(c) and 19 of the Act (and in 
accordance with the Commission's Rules of Practice except as otherwise 
provided), on February 2, 2004. Enron and the Division of Investment 
Management shall file with the Secretary of the Commission, on or 
before February 2, 2004, a written submission that identifies 
specifically the issues of fact or law in dispute including legal 
arguments supporting their position, and shall serve simultaneously a 
copy of such submission on the other participant. A person who files a 
written submission will receive a copy of any other notice or order 
issued in this matter; and
    It is further ordered that Enron and the Division of Investment 
Management shall be parties to the proceeding and that Enron, as the 
proponent of the exemptive order it seeks, shall, pursuant to 5 U.S.C. 
556(d), bear the burden of proving that it is entitled to such 
exemptive order; and
    It is further ordered that any person who seeks to intervene as a 
party pursuant to Rule of Practice 210(b) \4\ shall file a motion to 
intervene with the Secretary of the Commission no later than February 
2, 2004, and any person who seeks to participate on a limited basis 
pursuant to Rule of Practice 210(c) \5\ shall file a motion for leave 
to participate with the Secretary of the Commission no later than 
February 2, 2004. Any person who seeks to intervene as a party or to 
participate on a limited basis also shall file with the Secretary of 
the Commission no later than February 2, 2004, a written submission 
that identifies specifically the issues of fact or law in dispute 
including any legal arguments supporting that person's position and 
identifies the person's interest in the Application, and shall serve 
all participants with a copy of any document the person files with the 
Commission; and
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    \4\ 17 CFR 201.210(b).
    \5\ 17 CFR 201.210(c).
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    It is further ordered that the Secretary of the Commission shall 
mail copies of this Notice and Order by certified mail to Enron at the 
address noted above and shall serve a copy on the Division of 
Investment Management; that notice to all other persons shall be given 
by publication of this Notice and Order in the Federal Register; and 
this Notice and Order and any subsequent orders granting or denying or 
otherwise disposing of the Application shall be posted on the 
Commission's Web site at www.sec.gov and published in the SEC Docket.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-1102 Filed 1-14-04; 12:20 pm]
BILLING CODE 8010-01-P