Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”), 36217-36218 [E5-3218]

Download as PDF Federal Register / Vol. 70, No. 119 / Wednesday, June 22, 2005 / Notices NUCLEAR REGULATORY COMMISSION Sunshine Act; Meetings Weeks of June 20, 27, July 3, 11, 18, 25 2005. PLACE: Commissioners’ Conference Room, 11555 Rockville Pike, Rockville, Maryland. STATUS: Public and closed. MATTERS TO BE CONSIDERED: DATE: Week of June 20, 2005 Monday, June 20, 2005 3 p.m. Affirmation Session (Public Meeting). a. Yankee Atomic Electric Co. (Yankee Nuclear Power Station), Licensee’s and NRC Staff’s appeal of LBP–04– 27 (Tentative). b. Private Fuel Storage (Independent Spent Fuel Storage Installation) Docket No. 72–22–ISFSI. c. U.S. Army (Jefferson Proving Ground Site) (Possession-only license for Depleted Uranium munitions). d. Duke Energy Corp. (Catawba Nuclear Station, Units 1 and 2), Commission sua sponte review of the Licensing Board’s March 10, 2005 final decision on security contention. Week of June 27, 2005—Tentative Tuesday, June 28, 2005 9:30 a.m. Briefing on Equal Employment Opportunity (EEO) Program (Public Meeting) (Contact: Corenthis Kelley, 301–415–7380). This meeting will be webcast live at the Web address—https://www.nrc.gov. Wednesday, June 29, 2005 9:30 a.m. Discussion of Security Issues (Closed—Ex.1). Week of July 4, 2006—Tentative Contact person for more information: Michelle Schroll, (301) 415–1662. * * * * * The NRC Commission Meeting Schedule can be found on the Internet at: https://www.nrc.gov/what-we-do/ policy-making/schedule.htm/ * * * * * The NRC provides reasonable accommodation to individuals with disabilities where appropriate. If you need a reasonable accommodation to participate in these public meetings, or need this meeting notice or the transcript or other information from the public meetings in another format (e.g. braille, large print), please notify the NRC’s Disability Program Coordinator, August Spector, at 301–415–7080, TDD: 301–415–2100, or by e-mail at aks@nrc.gov. Determinations on requests for reasonable accommodation will be made on a case-by-case basis. * * * * * This notice is distributed by mail to several hundred subscribers; if you no longer wish to receive it, or would like to be added to the distribution, please contact the Office of the Secretary, Washington, DC 20555 (341–415–1969). In addition, distribution of this meeting notice over the Internet system is available. If you are interested in receiving this Commission meeting schedule electronically, please send an electronic message to dkw@nrc.gov. Dated: June 16, 2005. R. Michelle Schroll, Office of the Secretary. [FR Doc. 05–12438 Filed 6–20–05; 11:36 pm] BILLING CODE 7590–01–M SECURITIES AND EXCHANGE COMMISSION [Release No. 35–27983] There are no meetings scheduled for the week of July 4, 2005. Filings Under the Public Utility Holding Company Act of 1935, as Amended (‘‘Act’’) Week of July 11, 2006—Tentative June 15, 2005. There are no meetings scheduled for the week of July 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. Week of July 18, 2006—Tentative There are no meetings scheduled for the week of July 18, 2005. Week of July 25, 2006—Tentative There are no meetings scheduled for the week of July 25, 2005. *The schedule for Commission meetings is subject to change on short notice. to verify the status of meetings call (recording)—(301) 415–1292. VerDate jul<14>2003 21:12 Jun 21, 2005 Jkt 205001 PO 00000 Frm 00109 Fmt 4703 Sfmt 4703 36217 Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by July 11, 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 July 11, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Allegheny Energy, Inc., et al. (70– 10270) Allegheny Energy, Inc. (‘‘Allegheny’’), a registered holding company, its wholly-owned public-utility company subsidiary, Monongahela Power Company (‘‘Monongahela’’), and its system service company, Allegheny Energy Service Corporation (‘‘AESC’’ and, together with Allegheny and Monongahela, ‘‘Applicants’’), 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601, have filed an applicationdeclaration (‘‘Application’’) under sections 12(c), 12(d), and 13 of the Act and rules 44, 46, and 54 under the Act. The Applicants seek authority for Monongahela to sell to Mountaineer Gas Holdings Limited Partnership (‘‘Buyer’’), a West Virginia limited partnership, all of the common stock of Mountaineer Gas Company (‘‘Mountaineer’’), a gas utility company under the Act. In addition, Applicants seek authority for Monongahela to sell to the Buyer certain utility assets (‘‘Related Assets’’) 1 it currently owns directly and that are used to serve natural gas customers. The sale by Monongahela of the common stock of Mountaineer and the Related Assets are referred to as the ‘‘Transaction.’’ Monongahela also requests authority to dividend the proceeds from the Transaction to Allegheny out of unearned surplus. Finally, Allegheny requests authority for AESC 2 to perform 1 These assets include gas distribution pipelines and appurtenant facilities and are listed in Exhibit B of the Application. 2 AESC is a wholly owned subsidiary of Allegheny and serves as a service company for the holding company. AESC is reimbursed by Allegheny and its subsidiaries at cost for services it provides. E:\FR\FM\22JNN1.SGM 22JNN1 36218 Federal Register / Vol. 70, No. 119 / Wednesday, June 22, 2005 / Notices certain services for Mountaineer following completion of the Transaction. Mountaineer is a natural gas distribution company that serves approximately 205,000 retail natural gas customers in West Virginia. It owns approximately 4,000 miles of natural gas distribution pipelines. Mountaineer’s wholly-owned subsidiary Mountaineer Gas Services, Inc. (‘‘MGS’’) operates natural gas producing properties, gas gathering facilities, and intra-state transmission pipelines. It also engages in the sale and marketing of natural gas in the Appalachian basin. MGS owns more than 300 natural gas wells and has a net revenue interest in, but does not operate, an additional approximately 100 wells. Mountaineer is regulated by the West Virginia Public Service Commission. Allegheny contributed $162.5 million of equity into Monongahela when Monongahela purchased Mountaineer in 2000. The Buyer is a limited partnership comprised of IGS Utilities LLC, IGS Holdings LLC (‘‘IGS Entities’’) and affiliates of ArcLight Capital Partners, LLC (‘‘ArcLight’’). The Buyer was formed for the purpose of acquiring Mountaineer’s common stock and the Related Assets. The principals of the IGS Entities have been involved in the natural gas industry since the mid1980s. ArcLight is a privately held energy infrastructure investment firm with more than $2.5 billion under management. Following completion of the Transaction, Mountaineer will become a wholly-owned subsidiary of the Buyer. It is the Applicants’ understanding that the Buyer will request exemption under section 3(a)(1) under the Act and that ArcLight will seek relief under section 2(a)(7) of the Act. On August 4, 2004, Monongahela and the Buyer executed an acquisition agreement (‘‘Acquisition Agreement’’) under which Monongahela agreed to sell to the Buyer all of Mountaineer’s common stock, the Related Assets, and other assets that do not constitute utility assets under the Act but that are integral to the operation of Mountaineer and the Related Assets. The purchase price for Mountaineer’s common stock and the Related Assets was the result of arm’slength bargaining and will be determined according to a formula set forth in the Acquisition Agreement. At the time the Acquisition Agreement was executed, the price was estimated to be $141 million in cash and $87 million in assumed debt, subject to certain closing adjustments. In addition, the Buyer will settle certain inter-company accounts over a three-year period. The current VerDate jul<14>2003 21:12 Jun 21, 2005 Jkt 205001 estimate of these amounts is approximately $5 million. Upon closing of the Transaction, Mountaineer and MGS will be wholly owned subsidiaries of the Buyer, which will operate Mountaineer as a stand-alone gas utility based in Charleston, West Virginia. Mountaineer will own the Related Assets. Monongahela proposes to dividend the proceeds from the Transaction to Allegheny out of unearned surplus. The proceeds will be used to reduce debt. In connection with the Transaction, AESC and the Buyer propose to enter into a transition services agreement (‘‘TSA’’). Under the TSA, AESC would perform various services for the Buyer. These services fall into three broad categories: (i) Financial accounting, (ii) technology services, and (iii) call center and billing services. AESC will provide financial accounting and technology services for a period up to 12 months from the date the Transaction closes. AESC will provide call center and billing services for succeeding one year terms beginning on the date the Transaction closes and continuing until terminated by either party under the terms of the TSA. Allegheny seeks Commission authorization for AESC to provide these services. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5–3218 Filed 6–21–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–51858; File No. SR–ISE– 2005–26] Self-Regulatory Organizations; International Securities Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Fee Changes June 16, 2005. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 19, 2005, the International Securities Exchange, Inc. (‘‘ISE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which items have been prepared by the ISE. On June 2, 2005, the ISE filed Amendment No. PO 00000 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00110 Fmt 4703 Sfmt 4703 1 to the proposed rule change and on June 13, 2005, the ISE filed Amendment No. 2 to the proposed rule change.3 The ISE has designated this proposal as one establishing or changing a due, fee, or other charge imposed by the ISE under Section 19(b)(3)(A)(ii) of the Act,4 and Rule 19b–4(f)(2) thereunder,5 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to amend its Schedule of Fees to establish fees for transactions in options on the Russell 1000 Index, the Russell 2000 Index, and the Mini Russell 2000 Index. The text of the proposed rule change is available on the ISE’s Web site (https:// www.iseoptions.com/legal/ proposed_rule_changes.asp), at the principal office of the ISE, 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, the ISE 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 IV below. The ISE 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The ISE is proposing to amend its Schedule of Fees to establish fees for transactions in options on the Russell 1000 Index (‘‘RUI’’), the Russell 2000 Index (‘‘RUT’’), and the Mini Russell 3 Amendment No. 1 made a technical change to the text of Exhibit 5 of ISE’s Form 19b–4 submission. The correction to Exhibit 5 does not affect the fees for transactions in options on the Russell 1000 Index, the Russell 2000 Index, and the Mini Russell 2000 Index, but only corrects the text of Exhibit 5 to reflect the Schedule of Fees language in effect on May 19, 2005. In Amendment No. 2, the ISE provided to the Commission a copy of the corrected version of Exhibit 5 that was modified by Amendment No. 1. 4 15 U.S.C. 78s(b)(3)(A)(ii). 5 7 CFR 240.19b–4(f)(2). E:\FR\FM\22JNN1.SGM 22JNN1

Agencies

[Federal Register Volume 70, Number 119 (Wednesday, June 22, 2005)]
[Notices]
[Pages 36217-36218]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-3218]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27983]


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

June 15, 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 July 11, 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 July 11, 2005, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Allegheny Energy, Inc., et al. (70-10270)

    Allegheny Energy, Inc. (``Allegheny''), a registered holding 
company, its wholly-owned public-utility company subsidiary, 
Monongahela Power Company (``Monongahela''), and its system service 
company, Allegheny Energy Service Corporation (``AESC'' and, together 
with Allegheny and Monongahela, ``Applicants''), 800 Cabin Hill Drive, 
Greensburg, Pennsylvania 15601, have filed an application-declaration 
(``Application'') under sections 12(c), 12(d), and 13 of the Act and 
rules 44, 46, and 54 under the Act.
    The Applicants seek authority for Monongahela to sell to 
Mountaineer Gas Holdings Limited Partnership (``Buyer''), a West 
Virginia limited partnership, all of the common stock of Mountaineer 
Gas Company (``Mountaineer''), a gas utility company under the Act. In 
addition, Applicants seek authority for Monongahela to sell to the 
Buyer certain utility assets (``Related Assets'') \1\ it currently owns 
directly and that are used to serve natural gas customers. The sale by 
Monongahela of the common stock of Mountaineer and the Related Assets 
are referred to as the ``Transaction.'' Monongahela also requests 
authority to dividend the proceeds from the Transaction to Allegheny 
out of unearned surplus. Finally, Allegheny requests authority for AESC 
\2\ to perform

[[Page 36218]]

certain services for Mountaineer following completion of the 
Transaction.
---------------------------------------------------------------------------

    \1\ These assets include gas distribution pipelines and 
appurtenant facilities and are listed in Exhibit B of the 
Application.
    \2\ AESC is a wholly owned subsidiary of Allegheny and serves as 
a service company for the holding company. AESC is reimbursed by 
Allegheny and its subsidiaries at cost for services it provides.
---------------------------------------------------------------------------

    Mountaineer is a natural gas distribution company that serves 
approximately 205,000 retail natural gas customers in West Virginia. It 
owns approximately 4,000 miles of natural gas distribution pipelines. 
Mountaineer's wholly-owned subsidiary Mountaineer Gas Services, Inc. 
(``MGS'') operates natural gas producing properties, gas gathering 
facilities, and intra-state transmission pipelines. It also engages in 
the sale and marketing of natural gas in the Appalachian basin. MGS 
owns more than 300 natural gas wells and has a net revenue interest in, 
but does not operate, an additional approximately 100 wells. 
Mountaineer is regulated by the West Virginia Public Service 
Commission. Allegheny contributed $162.5 million of equity into 
Monongahela when Monongahela purchased Mountaineer in 2000.
    The Buyer is a limited partnership comprised of IGS Utilities LLC, 
IGS Holdings LLC (``IGS Entities'') and affiliates of ArcLight Capital 
Partners, LLC (``ArcLight''). The Buyer was formed for the purpose of 
acquiring Mountaineer's common stock and the Related Assets. The 
principals of the IGS Entities have been involved in the natural gas 
industry since the mid-1980s. ArcLight is a privately held energy 
infrastructure investment firm with more than $2.5 billion under 
management. Following completion of the Transaction, Mountaineer will 
become a wholly-owned subsidiary of the Buyer. It is the Applicants' 
understanding that the Buyer will request exemption under section 
3(a)(1) under the Act and that ArcLight will seek relief under section 
2(a)(7) of the Act.
    On August 4, 2004, Monongahela and the Buyer executed an 
acquisition agreement (``Acquisition Agreement'') under which 
Monongahela agreed to sell to the Buyer all of Mountaineer's common 
stock, the Related Assets, and other assets that do not constitute 
utility assets under the Act but that are integral to the operation of 
Mountaineer and the Related Assets. The purchase price for 
Mountaineer's common stock and the Related Assets was the result of 
arm's-length bargaining and will be determined according to a formula 
set forth in the Acquisition Agreement. At the time the Acquisition 
Agreement was executed, the price was estimated to be $141 million in 
cash and $87 million in assumed debt, subject to certain closing 
adjustments. In addition, the Buyer will settle certain inter-company 
accounts over a three-year period. The current estimate of these 
amounts is approximately $5 million. Upon closing of the Transaction, 
Mountaineer and MGS will be wholly owned subsidiaries of the Buyer, 
which will operate Mountaineer as a stand-alone gas utility based in 
Charleston, West Virginia. Mountaineer will own the Related Assets. 
Monongahela proposes to dividend the proceeds from the Transaction to 
Allegheny out of unearned surplus. The proceeds will be used to reduce 
debt.
    In connection with the Transaction, AESC and the Buyer propose to 
enter into a transition services agreement (``TSA''). Under the TSA, 
AESC would perform various services for the Buyer. These services fall 
into three broad categories: (i) Financial accounting, (ii) technology 
services, and (iii) call center and billing services. AESC will provide 
financial accounting and technology services for a period up to 12 
months from the date the Transaction closes. AESC will provide call 
center and billing services for succeeding one year terms beginning on 
the date the Transaction closes and continuing until terminated by 
either party under the terms of the TSA. Allegheny seeks Commission 
authorization for AESC to provide these services.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-3218 Filed 6-21-05; 8:45 am]
BILLING CODE 8010-01-P
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