Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”), 3951-3952 [E5-308]

Download as PDF Federal Register / Vol. 70, No. 17 / Thursday, January 27, 2005 / Notices Formal orders of investigations; Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942–7070. Dated: January 25, 2005. Jonathan G. Katz, Secretary. [FR Doc. 05–1579 Filed 1–25–05; 11:46 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION Filings Under the Public Utility Holding Company Act of 1935, as Amended (‘‘Act’’) January 21, 2005. 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 15, 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 February 15, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. 17:20 Jan 26, 2005 Jkt 205001 Cinergy Corp., a registered holding company (‘‘Cinergy’’), and its subsidiary The Cincinnati Gas & Electric Company, an exempt public utility holding company (‘‘CG&E’’ ; and together with Cinergy, ‘‘Declarants’’), both at 139 East Fourth Street, Cincinnati, OH 45202, have jointly filed a declaration (‘‘Declaration’’) pursuant to Sections 12(b), 12(d) and 12(f) of the Act and rules 43, 44, 45 and 54 under the Act. CG&E proposes to transfer to its subsidiary, The Union Light, Heat and Power Company (‘‘ULH&P’’), CG&E’s ownership interest in three electric generating facilities, including certain realty and other improvements, equipment, assets, properties, facilities and rights (collectively, the ‘‘Plants’’) (the ‘‘Transfer’’). I. Background [Release No. 35–27940] VerDate jul<14>2003 Cinergy Corporation (70–10254) Cinergy, through CG&E, ULH&P and PSI Energy, Inc. (‘‘PSI’’), provides retail electric and natural gas service to customers in southwestern Ohio, northern Kentucky and most of Indiana. In addition, Cinergy has numerous nonutility subsidiaries. As of June 30, 2004, Cinergy reported consolidated total assets of approximately $14.0 billion and consolidated total operating revenues of approximately $2.3 billion. Cinergy directly holds all the outstanding common stock of CG&E. CG&E is a combination electric and gas public utility holding company formed under Ohio law. CG&E claims an exemption from the provisions of the Act under Section 3(a)(2) pursuant to rule 2. CG&E is engaged in the production, transmission, distribution and sale of electric energy and the sale and transportation of natural gas in the southwestern portion of Ohio and, through ULH&P, northern Kentucky. The area served with electricity, gas, or both is approximately 3,200 square miles, has an estimated population of two million people, and includes the cities of Cincinnati and Middletown in Ohio and Covington and Newport in Kentucky. The Public Utilities Commission of Ohio (‘‘PUCO’’) regulates CG&E’s retail sales of electricity and natural gas. CG&E’s wholesale power sales and transmission services are regulated by the Federal Energy Regulatory Commission (‘‘FERC’’) under the Federal Power Act. CG&E currently provides ULH&P full requirements electric service under a long-term power sales agreement, FERC Rate Schedule No. 56. As of June 30, 2004, CG&E reported consolidated total operating revenues of approximately $1.3 billion PO 00000 Frm 00049 Fmt 4703 Sfmt 4703 3951 and consolidated total assets of approximately $5.9 billion. ULH&P, formed under Kentucky law, is a direct wholly-owned subsidiary of CG&E. ULH&P is engaged in the transmission, distribution, and sale of electric energy and the sale and transportation of natural gas in northern Kentucky. The area it serves with electricity and gas covers approximately 500 square miles, has an estimated population of 330,000 people, and includes the cities of Covington and Newport, Kentucky. ULH&P owns no electric generating facilities. It historically has relied on CG&E for its full requirements of electric supply to serve its retail customers. ULH&P’s retail sales of electricity and of natural gas are regulated by the Kentucky Public Service Commission (‘‘KPSC’’). ULH&P has no wholesale customers. As of June 30, 2004, ULH&P reported total operating revenues of approximately $187 million and total assets of approximately $444 million. The KPSC has issued an order approving the acquisitions by ULH&P. Declarants state that, pursuant to Ohio’s electric customer choice legislation which went into effect in January 2001, PUCO has no approval authority over the sale of the Plants by CG&E or otherwise with respect to the Transfer. II. Proposed Transfer The three electric generating stations that are the subject of the Transfer are: East Bend Generating Station (‘‘East Bend’’); the Miami Fort Unit 6 (‘‘Miami Fort 6’’); and Woodsdale Generating Station (‘‘Woodsdale’’). East Bend is a 648 MW coal-fired base load station located in Rabbit Hash, Kentucky. East Bend is jointly owned by CG&E (69 percent) and The Dayton Power & Light Company (‘‘DP&L’’) (31 percent). CG&E proposes to transfer its entire ownership share (447 MW nameplate rating). At June 30, 2004, the net book value of CG&E’s ownership interest in East Bend was approximately $200 million (including constructionwork-in-progress (‘‘CWIP’’) costs of approximately $4.6 million). Miami Fort 6 is a 168 MW coal-fired intermediate load generating unit located in North Bend, Ohio. Miami Fort 6 is wholly-owned by CG&E, but is part of the larger Miami Fort Generating Station, which is jointly owned by CG&E and DP&L. At June 30, 2004, Miami Fort 6 had a net book value of approximately $21 million (including CWIP of approximately $4.6 million). Woodsdale is a 490 MW dual-fuel combustion-turbine peaking station that operates on either natural gas or propane and is located in Trenton, E:\FR\FM\27JAN1.SGM 27JAN1 3952 Federal Register / Vol. 70, No. 17 / Thursday, January 27, 2005 / Notices Ohio. Woodsdale is wholly-owned by CG&E. At June 30, 2004, the net book value of Woodsdale was approximately $153 million (including CWIP of approximately $11 million). CG&E will transfer the Plants at net book value at closing, plus CWIP and transaction costs. Declarants represent that as of June 30, 2004, the net book value of the Plants was approximately $353.8 million. CWIP, as of June 30, 2004, was approximately $20.2 million. Transaction costs will be approximately $4.9 million. CG&E proposes to transfer its right, title and interest in and to the three electric generating stations, together in each case with certain realty and other improvements, equipment, assets, properties, facilities (e.g., inventories of fuel, supplies, materials and spare parts) associated with or ancillary to each Plant. CG&E will retain all transmission facilities and generation step-up transformers or other FERCjurisdictional facilities physically connected to the Plants. Declarants state that the Plants are in good operating condition and are directly interconnected to the Cinergy joint transmission system. Following the Transfer, CG&E will continue to operate Miami Fort 6. UHL&P will operate East Bend and Woodsdale with assistance, provided at cost, from Cinergy Services, Inc. (Cinergy’s service company subsidiary) in accordance with its utility service agreement and with assistance from CG&E, on an as-needed basis, pursuant to the exemption under rule 87(a)(3). The Plants will be transferred pursuant to the terms of separate but substantially identical Asset Transfer Agreements. At closing, ULH&P will compensate CG&E at cost for inventories of fuels, supplies, materials and spare parts of CG&E located at or in transit to the Plants. Also at closing, ULH&P will reimburse CG&E for the transaction costs incurred by CG&E or any of its affiliates in connection with the Transfer. ULH&P will fund its acquisition of the Plants with debt and equity, in reliance on existing Commission authorization and/or the exemption for state commission-authorized financings under rule 52(a). ULH&P anticipates the equity to be additional common stock and the debt to be long term debt with an expected maturity of less than 40 years. ULH&P may issue some or all of that long term debt to CG&E. VerDate jul<14>2003 17:20 Jan 26, 2005 Jkt 205001 For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5–308 Filed 1–26–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–51067; File No. SR–PCX– 2004–132] Self-Regulatory Organization; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change and Amendment No. 1 by the Pacific Exchange, Inc. Relating to Trading, Either by Listing or Pursuant to Unlisted Trading Privileges, Commodity-Based Trust Shares and Trading, Pursuant to Unlisted Trading Privileges, iShares COMEX Gold Trust January 21, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 28, 2004, the Pacific Exchange, Inc. (‘‘PCX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. On January 13, 2005, PCX amended the proposal.3 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons and is approving the proposal on an accelerated basis. U.S.C. 78s(b)(l). CFR 240.19b–4. 3 See Amendment No. 1, dated January 13, 2005 (‘‘Amendment No. 1’’). In Amendment No. 1, the Exchange proposed new PCXE Rules 8.201(g)–(i), which set forth certain restrictions on Equity Trading Permit (‘‘ETP’’) Holders acting as registered Market Makers in Commodity-Based Trust Shares, explained in further detail below. In addition, the Exchange proposed changes to Commentary .04 to PCXE Rule 8.201 for the purpose of clarifying that the Exchange will submit separate rule filings under Section 19(b)(2) of the Act in connection with the listing and/or trading of each Commodity-Based Trust Shares. Further, in Amendment No. 1 the Exchange represented that (1) as provided in the Registration Statement to the Trust, the trustee will charge a transaction fee in connection with the redemption and/or creation of Baskets; (2) Barclays Capital, Inc., the Initial Purchaser, will purchase 150,000 Shares of the Trust to compose the initial Baskets; and (3) the Exchange’s surveillance procedures are adequate to properly monitor the trading of the Shares. PO 00000 1 15 2 17 Frm 00050 Fmt 4703 Sfmt 4703 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange, through its wholly owned subsidiary PCX Equities, Inc. (‘‘PCXE’’ or ‘‘Corporation’’), proposes to amend its rules governing the Archipelago Exchange (‘‘ArcaEx’’), the equities trading facility of PCXE. With this filing, PCX proposes new PCXE Rule 8.201 in order to permit trading, either by listing or pursuant to unlisted trading privileges (‘‘UTP’’), trust issued receipts based on commodity interests (‘‘Commodity-Based Trust Shares’’) and trading, pursuant to UTP, iShares COMEX 4 Gold Trust Shares (‘‘Gold Shares’’).5 The text of the proposed rule change is available at the PCX’s Web site https://www.pacificex.com/legal/ legal_pending.html, the PCX’s Office of the Secretary, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, PCX included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item III below. PCX has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to add new PCXE Rule 8.201 in order to permit trading, either by listing or pursuant to UTP, of Commodity-Based Trust Shares. The Exchange also proposes to trade pursuant to UTP the Gold Shares. Introduction PCXE Rule 8.201 will permit ArcaEx to list and trade Commodity-Based Trust Shares. Under the rule, for each series of Commodity-Based Trust Shares, the Exchange will submit for Commission review and approval a filing pursuant to 4 COMEX is a division of the New York Mercantile Exchange, Inc. (‘‘NYMEX’’) where gold futures contracts are traded. 5 Telephone conversation between Tania Blanford, Staff Attorney, Regulatory Policy, PCX, and Florence Harmon, Senior Special Counsel, Division of Market Regulation, Commission, on January 21, 2005 (regarding scope of proposed rule change). E:\FR\FM\27JAN1.SGM 27JAN1

Agencies

[Federal Register Volume 70, Number 17 (Thursday, January 27, 2005)]
[Notices]
[Pages 3951-3952]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-308]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27940]


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

January 21, 2005.
    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 15, 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 February 15, 2005, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Cinergy Corporation (70-10254)

    Cinergy Corp., a registered holding company (``Cinergy''), and its 
subsidiary The Cincinnati Gas & Electric Company, an exempt public 
utility holding company (``CG&E'' ; and together with Cinergy, 
``Declarants''), both at 139 East Fourth Street, Cincinnati, OH 45202, 
have jointly filed a declaration (``Declaration'') pursuant to Sections 
12(b), 12(d) and 12(f) of the Act and rules 43, 44, 45 and 54 under the 
Act.
    CG&E proposes to transfer to its subsidiary, The Union Light, Heat 
and Power Company (``ULH&P''), CG&E's ownership interest in three 
electric generating facilities, including certain realty and other 
improvements, equipment, assets, properties, facilities and rights 
(collectively, the ``Plants'') (the ``Transfer'').

I. Background

    Cinergy, through CG&E, ULH&P and PSI Energy, Inc. (``PSI''), 
provides retail electric and natural gas service to customers in 
southwestern Ohio, northern Kentucky and most of Indiana. In addition, 
Cinergy has numerous non-utility subsidiaries. As of June 30, 2004, 
Cinergy reported consolidated total assets of approximately $14.0 
billion and consolidated total operating revenues of approximately $2.3 
billion. Cinergy directly holds all the outstanding common stock of 
CG&E.
    CG&E is a combination electric and gas public utility holding 
company formed under Ohio law. CG&E claims an exemption from the 
provisions of the Act under Section 3(a)(2) pursuant to rule 2. CG&E is 
engaged in the production, transmission, distribution and sale of 
electric energy and the sale and transportation of natural gas in the 
southwestern portion of Ohio and, through ULH&P, northern Kentucky. The 
area served with electricity, gas, or both is approximately 3,200 
square miles, has an estimated population of two million people, and 
includes the cities of Cincinnati and Middletown in Ohio and Covington 
and Newport in Kentucky.
    The Public Utilities Commission of Ohio (``PUCO'') regulates CG&E's 
retail sales of electricity and natural gas. CG&E's wholesale power 
sales and transmission services are regulated by the Federal Energy 
Regulatory Commission (``FERC'') under the Federal Power Act. CG&E 
currently provides ULH&P full requirements electric service under a 
long-term power sales agreement, FERC Rate Schedule No. 56. As of June 
30, 2004, CG&E reported consolidated total operating revenues of 
approximately $1.3 billion and consolidated total assets of 
approximately $5.9 billion.
    ULH&P, formed under Kentucky law, is a direct wholly-owned 
subsidiary of CG&E. ULH&P is engaged in the transmission, distribution, 
and sale of electric energy and the sale and transportation of natural 
gas in northern Kentucky. The area it serves with electricity and gas 
covers approximately 500 square miles, has an estimated population of 
330,000 people, and includes the cities of Covington and Newport, 
Kentucky. ULH&P owns no electric generating facilities. It historically 
has relied on CG&E for its full requirements of electric supply to 
serve its retail customers. ULH&P's retail sales of electricity and of 
natural gas are regulated by the Kentucky Public Service Commission 
(``KPSC''). ULH&P has no wholesale customers. As of June 30, 2004, 
ULH&P reported total operating revenues of approximately $187 million 
and total assets of approximately $444 million.
    The KPSC has issued an order approving the acquisitions by ULH&P. 
Declarants state that, pursuant to Ohio's electric customer choice 
legislation which went into effect in January 2001, PUCO has no 
approval authority over the sale of the Plants by CG&E or otherwise 
with respect to the Transfer.

II. Proposed Transfer

    The three electric generating stations that are the subject of the 
Transfer are: East Bend Generating Station (``East Bend''); the Miami 
Fort Unit 6 (``Miami Fort 6''); and Woodsdale Generating Station 
(``Woodsdale'').
    East Bend is a 648 MW coal-fired base load station located in 
Rabbit Hash, Kentucky. East Bend is jointly owned by CG&E (69 percent) 
and The Dayton Power & Light Company (``DP&L'') (31 percent). CG&E 
proposes to transfer its entire ownership share (447 MW nameplate 
rating). At June 30, 2004, the net book value of CG&E's ownership 
interest in East Bend was approximately $200 million (including 
construction-work-in-progress (``CWIP'') costs of approximately $4.6 
million).
    Miami Fort 6 is a 168 MW coal-fired intermediate load generating 
unit located in North Bend, Ohio. Miami Fort 6 is wholly-owned by CG&E, 
but is part of the larger Miami Fort Generating Station, which is 
jointly owned by CG&E and DP&L. At June 30, 2004, Miami Fort 6 had a 
net book value of approximately $21 million (including CWIP of 
approximately $4.6 million).
    Woodsdale is a 490 MW dual-fuel combustion-turbine peaking station 
that operates on either natural gas or propane and is located in 
Trenton,

[[Page 3952]]

Ohio. Woodsdale is wholly-owned by CG&E. At June 30, 2004, the net book 
value of Woodsdale was approximately $153 million (including CWIP of 
approximately $11 million).
    CG&E will transfer the Plants at net book value at closing, plus 
CWIP and transaction costs. Declarants represent that as of June 30, 
2004, the net book value of the Plants was approximately $353.8 
million. CWIP, as of June 30, 2004, was approximately $20.2 million. 
Transaction costs will be approximately $4.9 million.
    CG&E proposes to transfer its right, title and interest in and to 
the three electric generating stations, together in each case with 
certain realty and other improvements, equipment, assets, properties, 
facilities (e.g., inventories of fuel, supplies, materials and spare 
parts) associated with or ancillary to each Plant. CG&E will retain all 
transmission facilities and generation step-up transformers or other 
FERC-jurisdictional facilities physically connected to the Plants.
    Declarants state that the Plants are in good operating condition 
and are directly interconnected to the Cinergy joint transmission 
system. Following the Transfer, CG&E will continue to operate Miami 
Fort 6. UHL&P will operate East Bend and Woodsdale with assistance, 
provided at cost, from Cinergy Services, Inc. (Cinergy's service 
company subsidiary) in accordance with its utility service agreement 
and with assistance from CG&E, on an as-needed basis, pursuant to the 
exemption under rule 87(a)(3).
    The Plants will be transferred pursuant to the terms of separate 
but substantially identical Asset Transfer Agreements.
    At closing, ULH&P will compensate CG&E at cost for inventories of 
fuels, supplies, materials and spare parts of CG&E located at or in 
transit to the Plants. Also at closing, ULH&P will reimburse CG&E for 
the transaction costs incurred by CG&E or any of its affiliates in 
connection with the Transfer.
    ULH&P will fund its acquisition of the Plants with debt and equity, 
in reliance on existing Commission authorization and/or the exemption 
for state commission-authorized financings under rule 52(a). ULH&P 
anticipates the equity to be additional common stock and the debt to be 
long term debt with an expected maturity of less than 40 years. ULH&P 
may issue some or all of that long term debt to CG&E.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
 [FR Doc. E5-308 Filed 1-26-05; 8:45 am]
BILLING CODE 8010-01-P
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