[Federal Register Volume 69, Number 245 (Wednesday, December 22, 2004)]
[Notices]
[Pages 76797-76798]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-27998]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27926]


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

December 17, 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 January 6, 2005, 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 January 6, 2005, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

KeySpan Corporation (70-10274)

    KeySpan Corporation (``KeySpan''), a combination gas and electric 
registered public utility holding company, One Metro Tech Center, 
Brooklyn, NY 11201, has filed a declaration (``Declaration'') with the 
Commission under sections 6(a) and 7 and rule 54 under the Act.
    Applicants KeySpan states that it is a diversified registered 
public utility holding company. KeySpan directly or indirectly owns 
seven public utility companies in New York and Massachusetts.\1\ 
KeySpan also directly or indirectly owns various nonutility 
subsidiaries (collectively referred to as the ``Nonutility 
Subsidiaries'') through which KeySpan engages in energy related 
nonutility activities.
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    \1\ (i) The Brooklyn Union Gas Company d/b/a KeySpan Energy 
Delivery New York (``KEDNY''), which distributes natural gas at 
retail to residential, commercial and industrial customers in the 
New York City boroughs of Brooklyn, Staten Island and Queens; (ii) 
KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long 
Island (``KEDLI''), which distributes natural gas at retail to 
customers in New York State located in the counties of Nassau and 
Suffolk on Long Island and the Rockaway Peninsula in Queens County; 
(iii) KeySpan Generation LLC (``KeySpan Generation''), which owns 
and operates electric generation capacity located on Long Island all 
of which is sold at wholesale to the Long Island Power Authority 
(``LIPA'') for resale by LIPA to its approximately 1.1 million 
customers; (iv) Boston Gas Company d/b/a KeySpan Energy Delivery New 
England (``Boston Gas''), which distributes natural gas to customers 
located in Boston and other cities and towns in eastern and central 
Massachusetts; (v) Essex Gas Company d/b/a KeySpan Energy Delivery 
New England (``Essex Gas''), which distributes natural gas to 
customers in eastern Massachusetts; (vi) Colonial Gas Company d/b/a 
KeySpan Energy Delivery New England (``Colonial Gas''), which 
distributes natural gas to customers located in northeastern 
Massachusetts and on Cape Cod; and (vii) EnergyNorth Natural Gas, 
Inc. d/b/a KeySpan Energy Delivery New England (``ENGI''), which 
distributes natural gas to customers located in southern and central 
New Hampshire, and the City of Berlin located in northern New 
Hampshire.
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    By order dated December 18, 2003 (HCAR No. 27776) (``Financing 
Order''), the Commission authorized KeySpan and its subsidiaries to 
engage in a program of external and intrasystem transactions including, 
among other things, to engage in certain types of credit support 
arrangements through December 31, 2006 (``Authorization Period''). The 
Financing Order authorized KeySpan to enter into guarantees 
(``Guarantees''), performance Guarantees, obtain letters of credit, 
enter into expense agreements or otherwise provide credit support with 
respect to the obligations of its subsidiaries as may be appropriate or 
necessary to enable the subsidiaries to carry on in the ordinary course 
of their respective businesses in an aggregate principal amount not to 
exceed $4.0 billion outstanding at any one time (excluding obligations 
exempt under rule 45) (``Guarantee Financing Limit'').
    KeySpan now requests authorization to engage in certain 
transactions involving the divestiture of one or more Nonutility 
Subsidiaries, Delta KeySpan, LLC (``Delta KeySpan''), Granite State 
Plumbing & Heating, LLC (``Granite State'') and Northern Peabody, LLC 
(``Northern Peabody'' and, collectively ``KSI Nonutilities''), which 
are owned indirectly by KeySpan Services, Inc. (``KSI'').\2\ KeySpan 
states that the divestiture transactions will involve the continued 
maintenance of certain existing Guarantees by KeySpan in favor of the 
KSI Nonutilities that were previously issued in accordance with the 
Financing Order (``KSI Divestiture Transaction''). KeySpan expects to 
sell these KSI Subsidiaries to individuals, groups or corporations. 
KeySpan requests authorization to engage in KSI Divestiture 
Transactions from time to time, the specific terms and conditions of 
which are not at this time known, without further prior approval by the 
Commission.
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    \2\ KeySpan states that Delta KeySpan is a Delaware limited 
liability company which designs, builds and installs HVAC systems 
primarily for commercial customers in Rhode Island and the New 
England region. KeySpan states that Granite State (formerly Granite 
State Plumbing and Heating, Inc.) is a Delaware limited liability 
company that is a mechanical contractor engaged in the design, 
installation and service of commercial and industrial plumbing, HVAC 
equipment and process piping systems for customers in the industrial 
and governmental sector, as well as real estate developers in new 
England. KeySpan states that Northern Peabody (formerly Northern 
Peabody, Inc.) is a Delaware limited liability company that is a 
mechanical contractor engaged in the design, installation and 
service of plumbing, heating, ventilation, air conditioning and 
process piping systems. It serves commercial, industrial and 
institutional customers, in the hospital, healthcare and 
governmental markets in New Hampshire, southern Maine and 
Massachusetts (excluding Boston).
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    In connection with these proposed divestitures, KeySpan states that 
the terms of these previously issued and authorized Guarantees would 
not change in any respect. No new Guarantees and indemnities would be 
issued in connection with any proposed KSI Divestiture Transaction. 
KeySpan states that the Guarantees would remain in place only for an 
interim period until the completion of a project and the expiration of 
any associated warranty period in accordance with contractual 
obligations. KeySpan states that the original aggregate value of the 
issued Guarantees was approximately $76 million. KeySpan states that 
the presently outstanding aggregate exposure of the Guarantees has been 
substantially reduced and as of November 30, 2004 is approximately $23 
million.
    KeySpan states that each of the Guarantees have varying terms, and 
in certain cases the term has no date

[[Page 76798]]

certain but is set to expire upon completion of the associated work 
project. In any event, KeySpan states that with respect to each of the 
KSI Nonutilities, none of the Guarantees, including any associated 
warranty period, are expected to terminate later than the dates set 
forth below:

Delta KeySpan, LLC: February 28, 2007
Granite State Plumbing & Heating, LLC: September 30, 2006
Northern Peabody, LLC: February 28, 2006

    KeySpan also requests that the Commission reserve jurisdiction over 
the maintenance, for an interim period of time, of certain existing 
Guarantees and other credit support mechanisms, previously issued under 
the Financing Order and directly related to the proposed divestiture of 
the following additional KSI subsidiaries: WDF Inc. (``WDF''), and its 
subsidiaries, Binsky & Snyder, LLC (``Binsky'') and its subsidiaries 
and Binsky and Snyder Service, LLC (``Binsky Service'').\3\
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    \3\ KeySpan states that WDF, and its subsidiaries provide 
mechanical contracting services, which are primarily the design, 
construction, alteration, maintenance and repair of plumbing and 
HVAC, systems including related piping installation and welding, to 
large scale commercial, institutional and industrial customers in 
the New York area. KeySpan states that Binsky and its subsidiaries 
are specialty mechanical contractors which install heating, 
ventilating and air conditioning systems, which use electricity or 
gas, for commercial and industrial customers located primarily in 
New Jersey. KeySpan states that engaged in installing HVAC systems 
for commercial and industrial customers located primarily in New 
Jersey.

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-27998 Filed 12-21-04; 8:45 am]
BILLING CODE 8010-01-M