Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”), 8117-8119 [05-3057]
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Federal Register / Vol. 70, No. 32 / Thursday, February 17, 2005 / Notices
5. The number of annual respondents:
80.
6. The number of hours needed
annually to complete the requirement or
request: 80.
7. Abstract: NRC is requesting
renewal of its clearance to annually
request all commercial power reactor
licensees and applicants for an
operating license to voluntarily send to
the NRC: (1) Their projected number of
candidates for operator licensing initial
examinations; (2) the estimated dates of
the examinations; (3) if the examination
will be facility developed or NRC
developed, and (4) the estimated
number of individuals that will
participate in the Generic Fundamentals
Examination (GFE) for that calendar
year. Except for the GFE, this
information is used to plan budgets and
resources in regard to operator
examination scheduling in order to meet
the needs of the nuclear industry.
Submit, by April 18, 2005, comments
that address the following questions:
1. Is the proposed collection of
information necessary for the NRC to
properly perform its functions? Does the
information have practical utility?
2. Is the burden estimate accurate?
3. Is there a way to enhance the
quality, utility, and clarity of the
information to be collected?
4. How can the burden of the
information collection be minimized,
including the use of automated
collection techniques or other forms of
information technology?
A copy of the draft supporting
statement may be viewed free of charge
at the NRC Public Document Room, One
White Flint North, 11555 Rockville
Pike, Room O–1 F21, Rockville, MD
20852. OMB clearance requests are
available at the NRC worldwide Web
site: https://www.nrc.gov/public-involve/
doc-comment/omb/. The
document will be available on the NRC
home page site for 60 days after the
signature date of this notice.
Comments and questions about the
information collection requirements
may be directed to the NRC Clearance
Officer, Brenda Jo. Shelton (T–5 F53),
U.S. Nuclear Regulatory Commission,
Washington, DC 20555–0001, by
telephone at 301–415–7233, or by
Internet electronic mail to
INFOCOLLECTS@NRC.GOV.
Dated at Rockville, Maryland, this 10th day
of February 2005.
For the Nuclear Regulatory Commission.
Brenda Jo Shelton,
NRC Clearance Officer, Office of Information
Services.
[FR Doc. 05–3050 Filed 2–16–05; 8:45 am]
BILLING CODE 7590–01–P
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OVERSEAS PRIVATE INVESTMENT
CORPORATION
Agency Report Form Under OMB
Review
Overseas Private Investment
Corporation.
ACTION: Request for comments.
AGENCY:
SUMMARY: Under the provisions of the
Paperwork Reduction Act (44 U.S.C.
Chapter 35), agencies are required to
publish a Notice in the Federal Register
notifying the public that the Agency has
prepared an information collection
request for OMB review and approval
and has requested public review and
comment on the submission. OPIC
published its first Federal Register
Notice on this information collection
request on December 13, 2004, in vol. 69
No. 238, FR 72225, at which time a 60calendar day comment period was
announced. This comment period ended
February 14, 2005. No comments were
received in response to this notice. This
information collection submission has
now been submitted to OMB for review.
Comments are again being solicited on
the need for the information, the
accuracy of the Agency’s burden
estimate; the quality, practical utility
and clarity of the information to be
collected; and on ways to minimize the
reporting burden, including automated
collection techniques and uses of other
forms of technology. The proposed form
under review, OMB control number
3420–0015, is summarized below.
DATES: Comments must be received
within 30-calendar days of this Notice.
ADDRESSES: Copies of the subject form
and the request for review submitted to
OMB may be obtained from the Agency
Submitting Officer. Comments on the
form should be submitted to the OMB
Reviewer.
FOR FURTHER INFORMATION CONTACT:
OPIC Agency Submitting Officer:
Bruce I. Campbell, Records Management
Officer, Overseas Private Investment
Corporation, 1100 New York Avenue,
NW., Washington, DC 20527; 202/336–
8563.
OMB Reviewer: David Rostker, Office
of Information and Regulatory Affairs,
Office of Management and Budget, New
Executive Office Building, Docket
Library, Room 10102, 725 17th Street,
NW., Washington, DC 20503, 202/395–
3897.
Summary of Form Under Review
Type of Request: Form Renewal.
Title: Application for Financing.
Form Number: OPIC–115.
Frequency of Use: One per investor,
per project.
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Type of Respondents: Business or
other institutions (except farms);
individuals.
Standard Industrial Classification
Codes: All.
Description of Affected Public: U.S.
companies or citizens investing
overseas.
Reporting Hours: 4 hours per project.
Number of Responses: 300 per year.
Federal Cost: $21,600 per year.
Authority for Information Collection:
Sections 231 and 234(b) and (c) of the
Foreign Assistance Act of 1961, as
amended.
Abstract (Needs and Uses): The OPIC
115 form is the principal document
used by OPIC to determine the
investor’s and project’s eligibility for
dept financing, to assess the
environmental impace and
developmental effects of the project, to
measure the economic effects for the
United States and the host country
economy, and to collect information for
underwriting analysis.
Dated: February 14, 2005.
Eli Landy,
Senior Counsel, Administrative Affairs,
Department of Legal Affairs.
[FR Doc. 05–3082 Filed 2–16–05; 8:45 am]
BILLING CODE 3210–01–M
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 35–27946]
Filings Under the Public Utility Holding
Company Act of 1935, as Amended
(‘‘Act’’)
February 11, 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
March 8, 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
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Federal Register / Vol. 70, No. 32 / Thursday, February 17, 2005 / Notices
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 March 8, 2005, the
application(s) and/or declaration(s), as
filed or as amended, may be granted
and/or permitted to become effective.
Wisconsin Energy Corporation et al.
(70–10276)
Wisconsin Energy Corporation
(‘‘Wisconsin Energy’’), 231 West
Michigan Street, Milwaukee, WI 53201
and W.E. Power, LLC, 301 West
Wisconsin Avenue, Milwaukee, WI
53203 (‘‘W.E. Power’’ and together,
‘‘Applicants’’), have filed an application
(‘‘Application’’) under sections 9(a), 10
and 3(a)(1) of the Act.
I. Introduction
Applicants request authorization to
acquire two 545 MW gas-fired,
combined cycle generating units located
in Port Washington, Wisconsin (‘‘Port
Washington Units’’) which are being
constructed by Port Washington
Generating Station, LLC (‘‘Project
Company’’), an indirect subsidiary
company of W.E. Power.
II. Description of the Applicants
A. Wisconsin Energy
Applicants state that Wisconsin
Energy is a Wisconsin Corporation and
an exempt public utility holding
company under section 3(a)(1) of the
Act.1 Wisconsin Energy’s utility
subsidiaries include Wisconsin Electric
Power Company (‘‘Wisconsin Electric’’),
Wisconsin Gas LLC (‘‘Wisconsin Gas’’),
Edison Sault Electric Company (‘‘Edison
Sault’’), American Transmission
Company LLC (‘‘ATC’’), ATC
Management Inc. (‘‘ATC Management’’)
and W.E. Power. Applicants state that,
on a consolidated basis for the year
ended December 31, 2003, Wisconsin
Energy had total operating revenues of
more than $4 billion. Applicants further
state that, as of September 30, 2004,
Wisconsin Energy had consolidated
total assets of $9.012 billion.
Wisconsin Electric, a Wisconsin
corporation, is a wholly owned, direct,
public utility company subsidiary of
Wisconsin Energy. Wisconsin Electric
owns electric generation and
distribution facilities located in
Wisconsin and the Upper Peninsula of
1 See Wisconsin Energy Corp., HCAR No. 24267
(Dec. 18, 1986), as most recently confirmed in
Wisconsin Energy Corp., et al., HCAR No. 27329
(Dec. 28, 2000) (‘‘2000 Order’’).
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Michigan and natural gas distribution
facilities located in Wisconsin.
Applicants state that Wisconsin Electric
claims exemption under section 3(a)(1)
by rule 2 and is also the subject of S.E.C.
File No. 70–10110, requesting an
exemption by order.
Wisconsin Electric generates,
distributes, and sells, both at wholesale
and retail, electric energy in a territory
of approximately 12,000 square miles,
with a population estimated at
2,300,000 in southeastern Wisconsin,
east central, and northern Wisconsin,
and in the upper peninsula of Michigan.
Applicants state that, as of and for the
year ended December 31, 2003,
Wisconsin Electric had approximately
1,068,000 electric customers and
electric operating revenues of $1.986
billion and total operating revenues of
$2.522 billion. Applicants further state
that, on a consolidated basis, as of
September 30, 2004, Wisconsin Electric
had total assets of $6.678 billion.
Wisconsin Electric also purchases,
distributes and sells natural gas to retail
customers and transports customerowned gas in three distinct service areas
of approximately 3,800 square miles in
Wisconsin. Applicants state that
Wisconsin Electric’s gas service territory
has an estimated population of
1,200,000 and as of December 31, 2003,
Wisconsin Electric served
approximately 428,700 gas customers.
Applicants state that Wisconsin
Electric’s gas distribution system
includes approximately 8,800 miles of
mains connected at 22 gate stations to
the pipeline transmission systems of
ANR Pipeline Company, Guardian
Pipeline, L.L.C., Natural Gas Pipeline
Company of America, Northern Natural
Gas Company, and Great Lakes
Transmission Company. In addition,
Wisconsin Electric has a liquefied
natural gas storage plant with a send-out
capability of 70,000 dekatherms per day.
Applicants state that Wisconsin
Electric operates two district steam
systems that supply steam for space
heating and process uses. These systems
are located in Milwaukee and in
Wauwatosa, Wisconsin and are subject
to regulation by the Public Service
Commission of Wisconsin (‘‘PSCW’’).
Applicants state that Wisconsin Gas,
a Wisconsin limited liability company,
is a wholly-owned, direct gas public
utility subsidiary of Wisconsin Energy
authorized to provide retail gas
distribution service in designated
territories Wisconsin and transports
customer-owned gas. Applicants state
that Wisconsin Gas also provides water
utility service to customers in the
suburban Milwaukee area and is subject
to the regulation of the PSCW as to retail
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gas and water rates, standards of service,
issuance of long-term securities,
construction of certain new facilities,
transactions with affiliates, billing
practices and various other matters. For
the year ended December 31, 2003,
Wisconsin Gas had operating revenues
of $714.8 million and as of September
30, 2004, Wisconsin Gas had total assets
of approximately $1.357 billion.
Applicants state that Edison Sault is
a wholly owned, direct electric public
utility subsidiary of Wisconsin Energy.
Edison Sault is authorized to provide
retail electric service in certain
territories in Michigan and is subject to
the regulation of the Michigan Public
Service Commission as to various
matters associated with retail electric
service in Michigan. Applicants state
that Edison Sault generates, distributes
and sells electric energy in a territory of
approximately 2,000 square miles with
a population of approximately 55,000 in
the eastern upper peninsula of Michigan
and also provides wholesale electric
service under contract with one rural
cooperative. On a consolidated basis, as
of and for the year ended December 31,
2003, Edison Sault had total assets of
approximately $72.4 million and
operating revenues of approximately
$42.4 million.
ATC is a Wisconsin limited liability
company organized in response to
Wisconsin legislation as a singlepurpose transmission company to
assume ownership and operation of the
transmission facilities that had
previously belonged to Wisconsin
Electric, Edison Sault and several other
Wisconsin electric utility companies.
Applicants state that in return for the
transfer of the transmission facilities,
Wisconsin Electric and Edison Sault
each acquired membership interests in
ATC and Wisconsin Electric acquired
shares in ATC Management, a
Wisconsin corporation organized to
provide management services to ATC.
As of December 31, 2003, Wisconsin
Energy owned, through Wisconsin
Electric and Edison Sault, 39.4 percent
of ATC, and through Wisconsin Electric,
40.1 percent of ATC Management.
B. W.E. Power, LLC
W.E. Power, a Wisconsin limited
liability company, is a wholly owned,
direct intermediate holding company
subsidiary of Wisconsin Energy.
Applicants state that W.E. Power was
formed in 2001 to design, construct,
own, finance and lease to Wisconsin
Electric 2,320 megawatts of new
generating capacity in Wisconsin,
including the generating and
transmission facilities discussed below.
Applicants state that W.E. Power does
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Federal Register / Vol. 70, No. 32 / Thursday, February 17, 2005 / Notices
not and will not own any facilities
directly. W.E. Power directly owns a
100 percent interest in Project
Company.
C. Project Company
Applicants state that Project
Company, a Wisconsin limited liability
company, was formed specifically to
develop, construct and own a 100
percent interest in the Port Washington
Units. In addition, Project Company will
develop, construct and own a 100
percent interest in certain transmission
facilities necessary to interconnect the
Port Washington Units with the ATC
transmission grid.
III. Proposed Transaction
Applicants request authorization for
Project Company to acquire the Port
Washington Units and the associated
transmission facilities necessary to
interconnect the units with the ATC
transmission grid (‘‘Transaction’’). Upon
completion of construction and the
satisfaction of certain conditions
precedent, including the successful
testing of the units, Project Company
will lease the Port Washington Units to
Wisconsin Electric under the terms of
25-year facility leases, one for each unit
(‘‘Facility Leases’’), and certain other
related contractual arrangements
(‘‘Lease Transaction’’). Applicants state
that once the Port Washington Units are
operational, control of the appurtenant
transmission facilities will be
transferred to ATC.
Applicants propose to implement the
Lease Transaction using a ‘‘leased
generation’’ structure specifically
authorized under Wisconsin’s ‘‘Leased
Generation Law.’’ 2 Applicants state that
this law establishes a new regulatory
framework under which nonutility
affiliates may develop, construct and
own large-scale dedicated generating
facilities within the state of Wisconsin
and lease those facilities to their
regulated, franchised public utility
affiliates. The legislative intent behind
the Leased Generation Law is to
‘‘provide an incentive for utility holding
companies to continue to provide
generation services for the affiliate
utility’s native load customers.’’ 3 To
that end, Applicants state that the
statute specifically permits a public
utility company to acquire generating
resources by leasing them from an
affiliate as an alternative to the public
2 See 2001 Wis. Legis. Serv. 16, § 3008mc (West)
(codified as Wis. Stat. § 196.52(9)(a)(3)(2002)).
3 See Approval of Affiliated Interest Transactions
Between W.E. Power; Wisconsin Elec. Power Co.;
and Wisconsin Energy Corp., PSCW Docket Nos.
05–AE–109, 05–CE–117, 137–CE–104, and 6650–
CG–211 (December 19, 2002) (‘‘PSCW Order’’)
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utility company constructing the
generating facilities itself. The Leased
Generation Law allows a public utility
company to build generation indirectly
through an affiliate. The Leased
Generation Law is limited to leases
between a public utility company and
an affiliated entity; it does not apply to
leases between a public utility company
and third parties.
Once the lease provisions become
effective, Wisconsin Electric will make
fixed monthly lease payments to Project
Company for the terms of the Facility
Leases. In return, Wisconsin Electric
will have the right to possess and
operate the Port Washington Units. The
Port Washington Units will be
integrated with, and operated as part of,
Wisconsin Electric’s existing regulated
generation fleet. Wisconsin Electric will
be responsible for all operations,
maintenance, and fuel costs for the Port
Washington Units.
Applicants state that neither Project
Company nor its immediate parent,
W.E. Power, will operate or control the
Port Washington Units or associated
transmission facilities. At the end of the
terms of the Facility Leases, Wisconsin
Electric may, at its option, renew each
Facility Lease for a renewal term
determined under the terms of the
Facility Lease, buy each Port
Washington Unit outright from Project
Company or return the units to Project
Company in good condition.
Wisconsin Energy requests an order
affirming that, following the
Transaction, it will continue to be
exempt under section 3(a)(1) of the Act
and W.E. Power will become and
exempt intermediate holding company
under section 3(a)(1) of the Act.
For the Commission by the Division of
Investment Management, pursuant to
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05–3057 Filed 2–16–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51189; File No. SR–CBOE–
2005–12]
Self-Regulatory Organizations; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change and
Amendment No. 1 Thereto by the
Chicago Board Options Exchange, Inc.
To Amend its Obvious Error Rule
February 10, 2005.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
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8119
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on January
26, 2005, the Chicago Board Options
Exchange, Inc. (‘‘CBOE’’ 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. The
proposed rule change has been filed by
CBOE as a ‘‘non-controversial’’
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(6) thereunder.4 On February 9,
2005, CBOE submitted Amendment No.
1 to the proposed rule change.5 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
CBOE proposes to amend its obvious
error rule, CBOE Rule 6.25
(Nullification and Adjustment of Equity
Options Transactions) to adopt an
erroneous quote provision. The
Exchange also proposes to make two
minor grammatical changes to CBOE
Rule 24.16 (Nullification and
Adjustment of Index Option
Transactions). Additions are italicized.
Deletions are bracketed.
*
*
*
*
*
Rule 6.25 Nullification and
Adjustment of Equity Options
Transactions
*
*
*
*
*
(a) Trades Subject to Review
*
*
*
*
*
(1)–(4) No Change.
(5) Erroneous Quote in Underlying:
Electronic trades (this provision has no
applicability to trades executed in open
outcry) resulting from an erroneous
quote in the underlying security may be
adjusted or nullified as set forth in
paragraph (a)(1) above. An erroneous
quote occurs when the underlying
security has a width of at least $1.00
and has a width at least five times
greater than the average quote width for
such underlying security on the primary
market (as defined in Rule 1.1(v)) during
the time period encompassing two
minutes before and after the
dissemination of such quote. For
purposes of this Rule, the average quote
width shall be determined by adding the
quote widths of each separate quote
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
5 Amendment No. 1 made technical corrections to
the proposed rule text.
2 17
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]]>Agencies
[Federal Register Volume 70, Number 32 (Thursday, February 17, 2005)]
[Notices]
[Pages 8117-8119]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-3057]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27946]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
February 11, 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 March 8, 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
[[Page 8118]]
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 March 8, 2005, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
Wisconsin Energy Corporation et al. (70-10276)
Wisconsin Energy Corporation (``Wisconsin Energy''), 231 West
Michigan Street, Milwaukee, WI 53201 and W.E. Power, LLC, 301 West
Wisconsin Avenue, Milwaukee, WI 53203 (``W.E. Power'' and together,
``Applicants''), have filed an application (``Application'') under
sections 9(a), 10 and 3(a)(1) of the Act.
I. Introduction
Applicants request authorization to acquire two 545 MW gas-fired,
combined cycle generating units located in Port Washington, Wisconsin
(``Port Washington Units'') which are being constructed by Port
Washington Generating Station, LLC (``Project Company''), an indirect
subsidiary company of W.E. Power.
II. Description of the Applicants
A. Wisconsin Energy
Applicants state that Wisconsin Energy is a Wisconsin Corporation
and an exempt public utility holding company under section 3(a)(1) of
the Act.\1\ Wisconsin Energy's utility subsidiaries include Wisconsin
Electric Power Company (``Wisconsin Electric''), Wisconsin Gas LLC
(``Wisconsin Gas''), Edison Sault Electric Company (``Edison Sault''),
American Transmission Company LLC (``ATC''), ATC Management Inc. (``ATC
Management'') and W.E. Power. Applicants state that, on a consolidated
basis for the year ended December 31, 2003, Wisconsin Energy had total
operating revenues of more than $4 billion. Applicants further state
that, as of September 30, 2004, Wisconsin Energy had consolidated total
assets of $9.012 billion.
---------------------------------------------------------------------------
\1\ See Wisconsin Energy Corp., HCAR No. 24267 (Dec. 18, 1986),
as most recently confirmed in Wisconsin Energy Corp., et al., HCAR
No. 27329 (Dec. 28, 2000) (``2000 Order'').
---------------------------------------------------------------------------
Wisconsin Electric, a Wisconsin corporation, is a wholly owned,
direct, public utility company subsidiary of Wisconsin Energy.
Wisconsin Electric owns electric generation and distribution facilities
located in Wisconsin and the Upper Peninsula of Michigan and natural
gas distribution facilities located in Wisconsin. Applicants state that
Wisconsin Electric claims exemption under section 3(a)(1) by rule 2 and
is also the subject of S.E.C. File No. 70-10110, requesting an
exemption by order.
Wisconsin Electric generates, distributes, and sells, both at
wholesale and retail, electric energy in a territory of approximately
12,000 square miles, with a population estimated at 2,300,000 in
southeastern Wisconsin, east central, and northern Wisconsin, and in
the upper peninsula of Michigan. Applicants state that, as of and for
the year ended December 31, 2003, Wisconsin Electric had approximately
1,068,000 electric customers and electric operating revenues of $1.986
billion and total operating revenues of $2.522 billion. Applicants
further state that, on a consolidated basis, as of September 30, 2004,
Wisconsin Electric had total assets of $6.678 billion.
Wisconsin Electric also purchases, distributes and sells natural
gas to retail customers and transports customer-owned gas in three
distinct service areas of approximately 3,800 square miles in
Wisconsin. Applicants state that Wisconsin Electric's gas service
territory has an estimated population of 1,200,000 and as of December
31, 2003, Wisconsin Electric served approximately 428,700 gas
customers. Applicants state that Wisconsin Electric's gas distribution
system includes approximately 8,800 miles of mains connected at 22 gate
stations to the pipeline transmission systems of ANR Pipeline Company,
Guardian Pipeline, L.L.C., Natural Gas Pipeline Company of America,
Northern Natural Gas Company, and Great Lakes Transmission Company. In
addition, Wisconsin Electric has a liquefied natural gas storage plant
with a send-out capability of 70,000 dekatherms per day.
Applicants state that Wisconsin Electric operates two district
steam systems that supply steam for space heating and process uses.
These systems are located in Milwaukee and in Wauwatosa, Wisconsin and
are subject to regulation by the Public Service Commission of Wisconsin
(``PSCW'').
Applicants state that Wisconsin Gas, a Wisconsin limited liability
company, is a wholly-owned, direct gas public utility subsidiary of
Wisconsin Energy authorized to provide retail gas distribution service
in designated territories Wisconsin and transports customer-owned gas.
Applicants state that Wisconsin Gas also provides water utility service
to customers in the suburban Milwaukee area and is subject to the
regulation of the PSCW as to retail gas and water rates, standards of
service, issuance of long-term securities, construction of certain new
facilities, transactions with affiliates, billing practices and various
other matters. For the year ended December 31, 2003, Wisconsin Gas had
operating revenues of $714.8 million and as of September 30, 2004,
Wisconsin Gas had total assets of approximately $1.357 billion.
Applicants state that Edison Sault is a wholly owned, direct
electric public utility subsidiary of Wisconsin Energy. Edison Sault is
authorized to provide retail electric service in certain territories in
Michigan and is subject to the regulation of the Michigan Public
Service Commission as to various matters associated with retail
electric service in Michigan. Applicants state that Edison Sault
generates, distributes and sells electric energy in a territory of
approximately 2,000 square miles with a population of approximately
55,000 in the eastern upper peninsula of Michigan and also provides
wholesale electric service under contract with one rural cooperative.
On a consolidated basis, as of and for the year ended December 31,
2003, Edison Sault had total assets of approximately $72.4 million and
operating revenues of approximately $42.4 million.
ATC is a Wisconsin limited liability company organized in response
to Wisconsin legislation as a single-purpose transmission company to
assume ownership and operation of the transmission facilities that had
previously belonged to Wisconsin Electric, Edison Sault and several
other Wisconsin electric utility companies. Applicants state that in
return for the transfer of the transmission facilities, Wisconsin
Electric and Edison Sault each acquired membership interests in ATC and
Wisconsin Electric acquired shares in ATC Management, a Wisconsin
corporation organized to provide management services to ATC. As of
December 31, 2003, Wisconsin Energy owned, through Wisconsin Electric
and Edison Sault, 39.4 percent of ATC, and through Wisconsin Electric,
40.1 percent of ATC Management.
B. W.E. Power, LLC
W.E. Power, a Wisconsin limited liability company, is a wholly
owned, direct intermediate holding company subsidiary of Wisconsin
Energy. Applicants state that W.E. Power was formed in 2001 to design,
construct, own, finance and lease to Wisconsin Electric 2,320 megawatts
of new generating capacity in Wisconsin, including the generating and
transmission facilities discussed below. Applicants state that W.E.
Power does
[[Page 8119]]
not and will not own any facilities directly. W.E. Power directly owns
a 100 percent interest in Project Company.
C. Project Company
Applicants state that Project Company, a Wisconsin limited
liability company, was formed specifically to develop, construct and
own a 100 percent interest in the Port Washington Units. In addition,
Project Company will develop, construct and own a 100 percent interest
in certain transmission facilities necessary to interconnect the Port
Washington Units with the ATC transmission grid.
III. Proposed Transaction
Applicants request authorization for Project Company to acquire the
Port Washington Units and the associated transmission facilities
necessary to interconnect the units with the ATC transmission grid
(``Transaction''). Upon completion of construction and the satisfaction
of certain conditions precedent, including the successful testing of
the units, Project Company will lease the Port Washington Units to
Wisconsin Electric under the terms of 25-year facility leases, one for
each unit (``Facility Leases''), and certain other related contractual
arrangements (``Lease Transaction''). Applicants state that once the
Port Washington Units are operational, control of the appurtenant
transmission facilities will be transferred to ATC.
Applicants propose to implement the Lease Transaction using a
``leased generation'' structure specifically authorized under
Wisconsin's ``Leased Generation Law.'' \2\ Applicants state that this
law establishes a new regulatory framework under which nonutility
affiliates may develop, construct and own large-scale dedicated
generating facilities within the state of Wisconsin and lease those
facilities to their regulated, franchised public utility affiliates.
The legislative intent behind the Leased Generation Law is to ``provide
an incentive for utility holding companies to continue to provide
generation services for the affiliate utility's native load
customers.'' \3\ To that end, Applicants state that the statute
specifically permits a public utility company to acquire generating
resources by leasing them from an affiliate as an alternative to the
public utility company constructing the generating facilities itself.
The Leased Generation Law allows a public utility company to build
generation indirectly through an affiliate. The Leased Generation Law
is limited to leases between a public utility company and an affiliated
entity; it does not apply to leases between a public utility company
and third parties.
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\2\ See 2001 Wis. Legis. Serv. 16, Sec. 3008mc (West) (codified
as Wis. Stat. Sec. 196.52(9)(a)(3)(2002)).
\3\ See Approval of Affiliated Interest Transactions Between
W.E. Power; Wisconsin Elec. Power Co.; and Wisconsin Energy Corp.,
PSCW Docket Nos. 05-AE-109, 05-CE-117, 137-CE-104, and 6650-CG-211
(December 19, 2002) (``PSCW Order'')
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Once the lease provisions become effective, Wisconsin Electric will
make fixed monthly lease payments to Project Company for the terms of
the Facility Leases. In return, Wisconsin Electric will have the right
to possess and operate the Port Washington Units. The Port Washington
Units will be integrated with, and operated as part of, Wisconsin
Electric's existing regulated generation fleet. Wisconsin Electric will
be responsible for all operations, maintenance, and fuel costs for the
Port Washington Units.
Applicants state that neither Project Company nor its immediate
parent, W.E. Power, will operate or control the Port Washington Units
or associated transmission facilities. At the end of the terms of the
Facility Leases, Wisconsin Electric may, at its option, renew each
Facility Lease for a renewal term determined under the terms of the
Facility Lease, buy each Port Washington Unit outright from Project
Company or return the units to Project Company in good condition.
Wisconsin Energy requests an order affirming that, following the
Transaction, it will continue to be exempt under section 3(a)(1) of the
Act and W.E. Power will become and exempt intermediate holding company
under section 3(a)(1) of the Act.
For the Commission by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-3057 Filed 2-16-05; 8:45 am]
BILLING CODE 8010-01-P
