[Federal Register Volume 69, Number 60 (Monday, March 29, 2004)]
[Notices]
[Pages 16298-16299]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-6890]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27819]


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

March 23, 2004.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under provision 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 19, 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 requet 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 19, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Northeast Utilities, et. al. (70-10184)

    Northeast utilities (``NU''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01090, a registered holding company under 
the Act; and its subsidiaries; The Connecticut Light and Power Company, 
a wholly-owned public utility subsidiary of NU, CL&P Receivables 
Corporation, NU Enterprises, Inc., Northeast Generation Services 
Company, Woods Network Services, Inc., NGS Mechanical, Inc., E.S. 
Boulos Company, Woods Electrical Co., Inc., Northeast Generation 
Company, Select Energy Inc., Select Energy New York, Inc., The Rocky 
River Realty Company, The Quinnehtuk Company, Charter Oak Energy, Inc., 
Mode 1 Communications, Inc., Northeast Utilities Service Company, 
Yankee Energy System, Inc., a wholly-owned public utility holding 
company subsidiary exempt under section 3(a)(1) of the Act, Yankee Gas 
Services Company, a gas public utility, Yankee Energy Financial 
Services Company, Northeast Nuclear Energy Company, a wholly-owned 
public utility subsidiary of NU, NorConn Properties, Inc., and Yankee 
Energy Services Company, each located at 107 Selden Street, Berlin, 
Connecticut, 06037; Public Service Company of New Hampshire, a wholly-
owned public utility subsidiary of NU, Properties, Inc., North Atlantic 
Energy Corporation, a wholly-owned public utility subsidiary of NU, and 
North Atlantic Energy Services Corp., each located at Energy Park, 780 
North Commercial Street, Manchester, New Hampshire, 03101; Select 
Energy Services, Inc., Reeds Ferry Supply Co., Inc., Select Energy 
Contracting, Inc., and HEC/Tobyhanna Energy Project, Inc., each located 
at 24 Prime Parkway, Natick, Massachusetts, 01760; Western 
Massachusetts Electric Company, a wholly-owned public utility 
subsidiary of NU, 174 Brush Hill Avenue, West Springfield, 
Massachusetts, 01090; and Holyoke Water Power Company, a wholly-owned 
public utility subsidiary of NU, and Holyoke Power and Electric 
Company, each located at One Canal Street, Holyoke, Maine, 01040 
(together, ``Applicants'') have filed a declaration under section 12(b) 
and rules 45 and 54 under the Act.
    The Applicants are seeking Commission approval to amend their tax 
allocation agreement so that NU will retain the benefit (in the form of 
the reduction in consolidated tax) that is attributable to tax losses 
incurred by NU in connection with the debt incurred to acquire Yankee 
Energy System, Inc. on March 1, 2000. In connection with the 
acquisition, NU borrowed $263 million under a bank term loan facility. 
That borrowing has been refinanced several times, and currently NU has 
outstanding $263 million of ten-year senior unsecured notes carrying a 
coupon rate of 7.25%, which mature on April 1, 2002 (as may be 
refinanced, ``Acquisition Debt''). The annual interest payment on this 
debt is approximately $19.1 million. At an

[[Page 16299]]

assumed rate of 35%, the tax benefit to NU is $6.650 million.
    Under the proposed changes to the tax allocation agreement, the 
consolidated tax would generally be allocated among the Applicants in 
proportion to the separate return tax of each Applicant, provided that 
the tax apportioned to any subsidiary of NU will not exceed the tax the 
subsidiary would have paid if the tax had been computed separately for 
the subsidiary, with NU allocating the benefits of its own losses 
generally to its subsidiaries. However, NU would retain the benefit 
attributable to tax losses it incurs in connection with the Acquisition 
Debt, rather than reallocate the benefit to its subsidiaries, for the 
tax year beginning January 1, 2004 and ending when the Acquisition Debt 
has been paid off. In this respect, the proposed tax allocation 
agreement does not comply with all of the requirements of rule 45(c). 
The proposed changes would have the effect of assigning the tax benefit 
associated with the interest expense on the Acquisition Debt to NU, 
which is the entity legally obligated for its payment.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-6890 Filed 3-26-04; 8:45 am]
BILLING CODE 8010-01-M