75980 Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices

3Four of these firms have since combined or are

in the process of combining with other NRSROs.

4Per SIA Management and Professional Earnings,

Table 145 (Senior Research Analyst) + 35%

overhead (based on 1999 annual base salary).

1ESE, WPPI, WPS, WEPCO and MGE are either

exempt or municipal nonassociate utility

companies of alliant and are not required to be

applicants in this matter.

ratings for purposes of the net capital

rule.3 The Division has issued one letter

in which the firm requesting NRSRO

status was not provided with the

assurance it requested.

It is difficult to estimate the number

of potential respondents to this

collection of information. However,

based on the current number of NRSROs

and the previous inquires of credit

rating organizations, it appears

reasonable to estimate that eight credit

rating organizations may apply with the

Commission pursuant to the proposed

amendments. Based on conversations

with rating organizations currently

treated as NRSROs under the net capital

rule and the Commission’s experience

in this area, it is estimated that the

average amount of time necessary to

compile the information required to

submit an NRSRO application is

approximately 100 hours. Therefore,

because there may be eight potential

respondents to this collection and

because it is estimated that it will take

approximately 100 hours to collect the

information necessary for an adequate

submission, the total reporting and

recordkeeping burden is estimated to be

approximately 800 hours.

Because the proposed amendments

only require a one-time application

process, which includes any

amendments to the initial application,

there is no recurring reporting or

recordkeeping requirement and thus no

annual reporting or recordkeeping

requirement. However, NRSROs will be

obligated to inform the Commission of

any material changes to the information

previously collected under the proposed

amendments.

The staff believes that the cost of

complying with the proposed

amendments will be approximately

$105 per hour.4 This per hour cost is

based upon the annual average hourly

salary for a senior analyst, who would

generally be the personnel responsible

for preparing an NRSRO application.

The total annual startup cost for all

affected credit rating organizations is

estimated to be $84,000, based on eight

firms spending a total of 800 hours to

prepare NRSRO applications.

Written comments are invited on (a)

whether the proposed collection of

information is necessary for the proper

performance of the functions of the

agency, including whether the

information shall have practical utility;

(b) the accuracy of the agency’s estimate

of the burden of the proposed collection

of information; (c) ways to enhance the

quality, utility, and clarity of the

information to be collected; and (d)

ways to minimize the burden of the

collection of information on

respondents, including through the use

of automated collection techniques or

other forms of information technology.

Consideration will be given to

comments and suggestions submitted in

writing within 60 days of this

publication.

Direct your written comments to

Michael E. Bartell, Associate Executive

Director, Office of Information

Technology, Securities and Exchange

Commission, 450 Fifth Street, NW,

Washington, DC 20549.

Dated: November 20, 2000.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30849 Filed 12–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27285]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 27, 2000.

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

December 22, 2000, 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 order, and will receive a copy

of any notice or order issued in the

matter. After December 22, 2000, the

applicant(s) and/or declaration(s), as

filed or as amended, may be granted

and/or permitted to become effective.

Alliant Energy Corporation, et al. (70–

9735)

Alliant Energy Corporation

(‘‘Alliant’’), a registered public utility

holding company and is wholly owned

utility subsidiaries, Wisconsin Power &

Light Company (‘‘WPL’’) and South

Beloit Water, Gas & Electric Company

(‘‘South Beloit’’), each with principal

executive offices N16 W23217 Stone

Ridge Drive, Waukesha, Wisconsin

53187, and American Transmission

Company LLC (‘‘Transco’’), an inactive

Wisconsin limited liability subsidiary

company of WPL which intends to

operate as a utility company, and ATC

Management Inc., an inactive Wisconsin

subsidiary corporation of WPL which

also intends to operate as a utility

company (‘‘Corporate Manager’’, and

together with Alliant, WPL, South Beloit

and Transco, ‘‘Applicants’’), with

principal executive offices at 231 W.

Michigan Street, Milwaukee, Wisconsin

53203, have filed an applicationdeclaration (‘‘Application’’) under to

sections 6(a), 7, 9(a), 10, 11, 12 and 13

of the Act and rules 43, 44, 54, 90 and

91 under the Act.

In summary, Applicants request

authority for: (1) WPL to transfer,

directly or indirectly, ownership and

control over its transmission assets

(‘‘WPL Transmission Assets’’) to

Transco, (2) South Beloit to transfer,

directly or indirectly, ownership and

control over its transmission assets

(‘‘South Beloit Transmission Assets’’) to

Transco, (3) Transco to issue and WPL,

South Beloit, Wisconsin Electric Power

Co. (‘‘WEPCO’’), Edison Sault Electric

Company (‘‘ESE’’), Wisconsin Public

Power, Inc. (‘‘WPPI’’), Wisconsin Public

Service Corporation (‘‘WPS’’) and

Madison Gas and Electric Company

(‘‘MGE’’ and collectively ‘‘Member

Utilities’’ 1) to acquire, directly or

indirectly, member units (‘‘Member

Units’’) of Transco in exchange for

either transmission assets or cash, (4)

WPL to purchase, and Corporate

Manager to issue Class A shares of the

Corporate Manager, (5) WPL to

purchase, and Corporate Manager to

issue, one Class B share of the Corporate

Manager, (6) Transco to acquire the

WPL Transmission Assets and the South

Beloit Transmission Assets, as well as

the transmission assets of WEPCO, ESE,

WPS and MGE and (7) a series of

Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices 75981

2Transco is expected to transfer operational

control of its assets to the Midwest Independent

Transmission System Operator, Inc. by November 1,

2001.

3The cash payment will be equal to the ‘‘fair

value’’ to WPL of the WPL Transmission Assets, as

is defined in, and required by, the Indenture. The

fair value will approximate the value of the WPL

Transmission Assets. NewCo’s payment of cash to

the Trustee will permit the WPL Transmission

Assets to be released from the Indenture lien.

4The transmission dependent Member Utilities’

ownership interest in Transco will be measured in

relative shares of interest based upon their 1999

Wisconsin load share ratios.

financings by Transco and Corporate

Manager through June 30, 2004

(‘‘Authorization Period’’).

WPL is engaged principally in the

generation, purchase, distribution and

sale of electric power in 35 counties in

a 16,000 square-mile area in southern

and central Wisconsin. As of December

31, 1999, WPL provides retail electric

service to approximately 407,000

customers in 599 cities, villages and

towns, and wholesale service to 24

municipal utilities, three rural electric

cooperatives, the WPPI system, which

provides retail electric service to nine

communities in the WPL service area,

and one privately owned utility. The

WPL Transmission Assets consist of 107

miles of 345 kV transmission facilities,

758 miles of 138 kV transmission

facilities, 1,908 miles of 69 kV

transmission facilities and associated

substations and real property interests.

WPL is subject to regulation by the

Public Service Commission of

Wisconsin.

South Beloit is a wholly owned

subsidiary of WPL that supplies retail

electric and gas services to customers in

the cities of South Beloit and Rockton,

Illinois, and the adjacent rural areas. As

of December 31, 1999, South Beloit

serves approximately 8,000 electric

customers. The South Beloit

Transmission Assets consist of less than

one mile of 345 kV transmission

facilities, 10 miles of 69 kV transmission

facilities, one substation and associated

real property interests. The service

territory of South Beloit is located in

Illinois and is adjacent to the service

territory of WPL in Wisconsin. South

Beloit is subject to regulation by the

Illinois Commerce Commission.

The electric distribution systems of

WPL and South Beloit are

interconnected at many points along the

Wisconsin-Illinois state line. Applicants

state that the electric operations of WPL

and South Beloit are integrated and all

of WPL’s generating units are centrally

dispatched by Alliant Energy Corporate

Services, Inc., the service company

affiliate of WPL and South Beloit. The

transmission facilities that Transco will

acquire from WPL and South Beloit

operate at voltages of 345 kV, 138 kV

and 69 kV and include:

1. Transmission lines (including

towers, poles and conductors) and

transmission substations;

2. Transformers providing

transformation within the bulk

transmission system and between the

bulk and area transmission systems;

3. Lines providing connections to

generation sources and step-up (plant)

substations;

4. Radial taps from the transmission

system up to, but not including, the

facilities that establish the final

connection to distribution facilities or

retail customers;

5. Substations that provide primarily

a transmission function;

6. Voltage control devices and power

flow control devices directly connected

to the transmission system; and

7. WPL’s systems operation center

located in Stoughton, Wisconsin.

As of December 31, 2000, the original

cost of the WPL Transmission Assets

and the South Beloit Transmission

Assets will be approximately

$314,276,000 and $678,000,

respectively. The net book value

(original cost less accumulated

depreciation) of the WPL Transmission

Assets and the South Beloit

Transmission Assets is expected to be

approximately $177,650,000 and

$439,000, respectively, at December 31,

2000.

In 1999, Wisconsin enacted

legislation (‘‘Transco Legislation’’) that

facilitates the formation of transmission

companies, such as Transco, as not forprofit, single-purpose, limited liability

transmission companies. This

legislation promotes the transfer of

utility company transmission assets to

Transco. Transco will issue Member

Units to the Member Utilities for cash,

in the case of those Member Utilities

who don’t own transmission assets, or

based on the contribution value

(‘‘Contribution Value’’) of the

transmission assets conveyed to

Transco. Contribution Value is defined

as the original cost less accumulated

deprecation, as adjusted on a dollar-fordollar basis for deferred taxes, excess

deferred taxes and deferred investment

tax credits. Transco also seeks authority

to acquire the incidental transmission

facilities of Member Utilities who do not

own any transmission assets. The

Member Utilities intend to contribute

their transmission assets to Transco on

or about January 1, 2001. Transco will

have the exclusive duty to provide

transmission service in geographic areas

formerly served by the Transco

members.2

Because of limitations imposed by the

WPL indenture (‘‘Indenture’’), WPL will

effect the transfer of the WPL

Transmission Assets to Transco, and its

acquisition of Transco Member Units,

through a newly created limited liability

company (‘‘NewCo’’) to be wholly

owned by WPL. Applicants specifically

seek authority to carry out the following

transactions:

(1) WPL will form NewCo and acquire

ownership of NewCo for one or more

cash payments,

(2) NewCo will transfer cash 3 is an

amount approximately equal to WPL’s

corresponding cash payment to NewCo

for NewCo’s ownership interest to the

trustee under the Indenture (‘‘Trustee’’),

(3) Upon receipt of the payment, the

Trustee will release the WPL

Transmission Assets from the Indenture

lien,

(4) WPL will transfer the WPL

Transmission Assets to Transco and

(5) Transco will issue its Member

Units to NewCo. WPL and South Boloit

also seek authority to transfer to

Transco, from time to time, up to

$10,000,000 of additional transmission

assets, which are currently under

construction, in exchange for additional

Member Units to be issued to NewCo or

South Beloit, as the case may be.

The transmission assets will be

valued at their Contribution Value when

identifying the Member Utilities’

relative shares of interest in the Transco.

The resulting shares will be adjusted

based on various factors including the

relative interest of transmissiondependent Member Utilities which

acquire Member Units for cash instead

of transmission assets.4 It is expected

that WPL and South Beloit’s

Contribution Values at December 31,

2000 will be approximately

$126,784,000 and $590,000,

respectively, and their aggregate initial

interest in Transco will approximate

26%. This ownership percentage may

fluctuate based on various factors,

including the number of Member

Utilities.

The Member Utilities will enter into

an agreement (‘‘Operating Agreement’’)

governing the activities of Transco. The

Operating Agreement will grant the

Corporate Manager full, complete and

exclusive discretion to manage and

control Transco. The Corporate Manager

will have the power to do all things

necessary and convenient to carry out

Transco’s business including the

employment of all personnel necessary

to operate Transco and the management

of any future Transco subsidiaries. In

accordance with the Operating

75982 Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices

5The Class A and B structure ensures that the

Member Utilities will have economic interests

proportionate to the value of their contribution to

the Transco while still maintaining the desired per

capita voting arrangement. 6Neither South Beloit nor ESE will receive shares

in the Corporate Manager. 7Transco was previously authorized to enter into

borrowings of $30 million under the Credit Facility.

See Alliant Energy Corporation, et al., Holding Co.

Act Release No. 27197 (August 3, 2000).

Agreement, all expenses of the

Corporate Manager will be treated as

Transco expenses. These expenses will

be charged back to Transco at cost in

accordance with section 13 of the Act

and rules 90 and 91 under the Act. The

Corporate Manager will employ all

personnel necessary to operate Transco.

The Corporate Manager will also hold

Member Units.

It is expected that the transmissionowning Member Utilities and Transco

will enter into one or more agreements

(‘‘O&M Agreements’’) pursuant to which

the Member Utilities will provide

Transco with ‘‘reasonable and cost

effective operations and maintenance

services’’ for at least the first three years

after the operations date in accordance

with the Transco Legislation. Services

provided under the O&M Agreements

will include line equipment services,

station equipment services and

emergency response services. The

Member Utilities and Transco will also

enter into one or more services

agreements (‘‘Services Agreements’’)

under which the Members Utilities will

provide Transco with certain services,

such as control center services, real

estate services and capital project

services, not covered by the O&M

Agreements. Additionally, the Member

Utilities and Transco will enter into a

system operating agreement (‘‘System

Operating Agreement’’) under which

Transco will provide, among other

things, ancillary services and control

area operations at rates approved by the

Federal Energy Regulatory Commission.

Finally, Transco will provide certain

services from the Stoughton Operations

Center to support Alliant Energy’s

operation of its transmission facilities

outside of Wisconsin and its 34.5 kV

facilities in Wisconsin that are not being

transferred to Transco. It is expected

that these operations will be governed

by an agency agreement (‘‘Agency

Agreement’’). Any services provided or

received by WPL, South Beloit or any

other Alliant Energy affiliate under the

foregoing agreements will be provided

‘‘at cost’’ in accordance with section 13

and rules 90 and 91 under the Act,

unless otherwise authorized or directed

by appropriate governmental or

regulatory authority.

Member Utilities will also purchase

shares of the Corporate Member, for

cash, in proportion to their percentage

interests in Transco. WPL proposes to

pay $10 per share for an approximate

26% interest in the Corporate Manager.

The Corporate Manager will have two

classes of stock: Class A and Class B

shares. 5 WPL will receive

approximately 26% of the nonvoting

Class A shares. Additionally, each

Member Utility will receive one Class B

voting share. 6 Each holder of a Class B

share will be entitled to appoint one of

the Corporate Manager’s directors. All

Class B shares will convert into Class A

shares on the earlier of (1) the

ownership by the Corporate Manager of

more than 50% of Transco interests or

(2) the tenth anniversary of the first day

of operations of Transco, unless the

Corporate Manager’s board of directors

(‘‘Board’’) elects to override the

conversion. Class A shares will become

voting shares upon the conversion of

Class B shares to Class A shares or after

the Corporate Manager commences a

public offering of its stock. Following a

public offering, the Class A shareholders

will have the right to elect a majority of

the Board and the Class B shareholders

will elect a minority of the Board, but

each owner of a Class B share will

continue to have the right to appoint

one of the Board. Each Class A and

Class B share will be entitled to the

same amount of dividends.

Transco and the Corporate Manager

also request authorization for external

financing as follows: (1) Short-term debt

financing by Transco in the form of,

among other things, borrowings under a

revolving credit agreement and issuance

of commercial paper, (2) long-term debt

financing by Transco in the form of

debentures or other forms of long-term

debt financing and (3) equity financing

by Transco and the Corporate Manager

in the form of common or preferred

stock of the Corporate Manager and

other equity securities or additional

interests in Transco. The amount of

Transco’s short-term and long-term debt

outstanding at any time will not exceed,

in the aggregate, $400 million.

Transco will initially obtain funds

externally through short-term debt

financing under a Credit Agreement

between Transco and Bank One, N.A.,

as Agent (‘‘Credit Facility’’). Transco

seeks authority to enter into borrowings

up to a principal amount of $125

million under the Credit Facility.7

Transco proposes to issue short-term

debt under the Credit Facility,

commercial paper or other forms of

short-term financing from time to time

during the Authorization Period.

Commercial paper would be issued in

established domestic or European

commercial paper markets to dealers at

the prevailing discount rate per annum,

or at the prevailing coupon rate per

annum, at the date of issuance. The

maturity of short-term debt will not

exceed one year. Transco seeks

authority to amend the Credit Facility

without further authorization provided

that the maturity date does not extend

beyond the Authorization Period and

the aggregate principal amount of

authorized borrowings does not exceed

$125 million.

Transco also proposes to issue longterm debt consisting of debentures,

which may be in the form of mediumterm notes, convertible debt,

subordinated debt, bank borrowings,

other debt securities or other forms of

long-term financing from time to time,

through the Authorization period. Any

long-term debt security would have a

maturity ranging from one to 50 years.

Debentures and medium-term notes

would be issued under an indenture.

The aggregate amount of short-term and

long-term debt outstanding at any time,

including debt under the Credit Facility,

will not exceed $400 million.

Transco and the Corporate Manager

propose to issue equity securities from

time to time through the Authorization

Period. Corporate Manager intends to

issue common or preferred stock and

Transco intends to issue other equity

securities or additional interests. The

aggregate amount of both Transco and

Corporate Manager’s equity securities

will not exceed $500 million. The

dividend rate on any series of preferred

securities issued by the Corporate

Manager will not exceed 500 basis

points over the yield to maturity of U.S.

Treasury security having a remaining

term equal to the term of that series of

preferred securities at the time of

issuance. Preferred securities may have

mandatory redemption dates. Transco

also requests authorization to enter into

interest rate hedging transactions with

respect to existing indebtedness, subject

to certain limitations and restrictions, in

order to reduce or manage interest rate

cost. In addition, the Transco request

authorization to enter into interest rate

hedging transactions with respect to

anticipated debt offerings, subject to

certain limitations and restrictions.

Applicants state that proceeds

requested under this application will be

used to provide financing for general

corporate purposes, including working

capital requirements, and to fund

construction spending to undertake

large scale capital improvements to the

Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices 75983

1Subject to a reservation of jurisdiction over all

the nonutility Subsidiaries’ Money Pool borrowing

authority, Quinnehtuk could borrow up to $16

million outstanding at any one time, NUEI up to

$100 million, NGS up to $20 million, Select up to

$200 million, RR up to $30 million, Yankee

Financial up to $10 million, NorConn up to $10

million, YESCO up to $30 million, HEC up to $20

million and RMS up to $10 million. Subject to the

same reservation of jurisdiction, NGC and Mode 1

currently do not have authority to borrow from the

Money Pool.

2CL&P, WMECO, PSHN and NAEC are currently

subject to charter limitations and/or state laws that

would prevent them from incurring short-term debt

up to their Debt Limitation.

3On January 20, 2000 (S.E.C. File 70–9613), NU

and Consolidated Edison, Inc. (‘‘CEI’’) requested

that the Commission approve the terms of an

Agreement and Plan of Merger to merge the two

companies, resulting in NU becoming a wholly

owned subsidiary of CEI. Subsequently, on June 30,

2000 (S.E.C. File 70–9711) (‘‘Financing Order’’), NU

and CEI requested that the Commission approve

certain financing activities for the combined

companies, including authority for NU system

companies to issue and sell short-term debt and

participate in the Money Pool. The Applicants

propose that the authority granted in the Prior

Orders, as modified and extended in this matter, be

superseded by the authority requested in the

Financing Order.

Wisconsin transmission system

necessary to maintain reliability.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30850 Filed 12–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27281A]

Amended Notice; A Filing Under the

Public Utility Holding Company Act of

1935, as Amended (‘‘Act’’)

November 28, 2000

A notice issued in this matter on

November 22, 2000 (HCAR No. 27281),

concerning a proposal by Northeast

Utilities (NU), a registered holding

company, and its utility subsidiaries to

issue short-term debt. NU intended to,

and by this amended notice does,

include its nonutility subsidiaries in its

request for authority to issue short-term

debt.

An amended notice is given that the

following filing has 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-declaration

for complete statements of the proposed

transactions summarized below. The

application-declaration and any

amendments 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-declaration should submit

their views in writing by December 26,

2000, to the Secretary, Securities and

Exchange Commission, Washington,

D.C. 20549–0609, and serve a copy on

the applicant-declarants at the addresses

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 December 26, 2000, the

application-declaration, as filed or as

amended, may be granted and/or

permitted to become effective.

Northeast Utilities, et al. (70–9755)

Northeast Utilities (‘‘NU’’), 174 Brush

Hill Avenue, West Springfield,

Massachusetts 01090–0010, a registered

holding company, its service company

subsidiary, Northeast Utilities Service

Company (‘‘Service’’), P.O. Box 270,

Hartford, Connecticut 06141–0270, and

its public utility and nonutility

subsidiary companies (together,

‘‘Subsidiaries’’), Western Massachusetts

Electric Company (‘‘WMECO’’) and The

Quinnehtuk Company (‘‘Quinnehtuk’’,

both located at 174 Brush Hill Avenue,

West Springfield, Massachusetts,

01090–0010; The Connecticut Light and

Power Company (‘‘CL&P’’), NU

Enterprises, Inc. (‘‘NUEI’’), Northeast

Generation Service Company (‘‘NGS’’),

Northeast Generation Company

(‘‘NGC’’), Select Energy, Inc. (‘‘Select’’),

Model 1 Communications, Inc. (‘‘Mode

1’’), Northeast Nuclear Energy Company

(‘‘NNECO’’), The Rocky River Realty

Company (‘‘RR’’) and Yankee Energy

System, Inc. (‘‘YES’’), all located at 107

Selden Street, Berlin, Connecticut

06037; Yankee Gas Services Company

(‘‘Yankee Gas’’), Yankee Energy

Financial Services Company (‘‘Yankee

Financial’’) and NorConn Properties,

Inc. (‘‘NorConn’’), all located at 599

Research Parkway, Meriden,

Connecticut 06450; Holyoke Water

Power Company (‘‘HWP’’), Canal Street,

Holyoke, Massachusetts 01040; Public

Service Company of New Hampshire

(‘‘PSNH’’) and North Atlantic Energy

Corporation (‘‘NAEC’’), both located at

1000 Elm Street, Manchester, New

Hampshire 03015; Yankee Energy

Services Company (‘‘YESCO’’), 148

Norton Street, Milldale, Connecticut

06467; HEC, Inc. (‘‘HEC’’), 24 Prime

Parkway, Natick, Massachusetts 01760;

and R.M. Services, Inc. (‘‘RMS’’), 639

Research Parkway, Meridan,

Connecticut 06467 (together with NU

and Service, ‘‘Applicants’’) have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(b), 13, 32 and 33 of

the Act and rules 43, 45, 52, 54, 90 and

91 under the Act.

By order dated December 28, 1994

(HCAR No. 26207) and Supplemental

Orders dated November 20, 1996 (HCAR

26612), February 11, 1997 (HCAR

26665), March 25, 1997 (HCAR 26692),

May 29, 1997 (HCAR 26721), January

16, 1998 (HCAR 26816), May 13, 1999

(HCAR 27022), November 17, 1999

(HCAR 27103) and November 13, 2000

(HCAR No. 27275) (collectively, the

‘‘Prior Orders’’), the Commission

authorized through December 31, 2000

(‘‘Authorization Period’’), among other

things, (1) NU to issue and sell

unsecured short-term notes and

commercial paper and to make loans to

participants in the NU system money

pool (‘‘Money Pool’’); (2) Service to

administer the Money Pool in

accordance with the authority granted

in the Prior Orders; (3) WMECO, CL&P,

NNECO, YES, Yankee Gas, HWP, PSNH

and NAEC (together, the ‘‘Utility

Subsidiaries’’) to issue and sell

unsecured short-term notes; (4)

WMECO, CL&P, Yankee Gas and PSNH

to issue and sell commercial paper; and

(5) the Subsidiaries to borrow from NU

and each other, and to lend to each

other under the Money Pool, all as

provided for in the Prior Orders (‘‘ShortTerm Debt Authority’’).1 The Prior

Orders limited the Utility Subsidiaries’

Short-Term Debt Authority, as

appropriate, to any combination of

notes, commercial paper or Money Pool

borrowings outstanding at any one time

in aggregate amounts of $400 million for

NU, $250 million for WMECO, $375

million for CL&P, $75 million for

NNECO, $50 million for YES, $100

million for Yankee Gas, $5 million for

HWP, $225 million for PSNH and $260

million for NAEC (‘‘Debt Limitation’’).2

The Applicants now request that the

Commission modify and supersede the

Prior Orders to extend the Authorization

Period from December 31, 2000 to June

30, 2003 (‘‘New Authorization

Period’’).3 The Applicants request

further that the Short-Term Debt

Authority, subject to the Debt

Limitation, be extended through the

New Authorization Period. The

Applicants propose that short-term

borrowings will take the form of notes

to banks and other financial institutions

(‘‘Notes’’), commercial paper (‘‘Paper’’),

loans and open-account advances from