[Federal Register Volume 63, Number 123 (Friday, June 26, 1998)]
[Notices]
[Pages 34948-34949]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-17082]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26888]


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

June 19, 1998.
    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 amendments is/are available for public 
inspection through the Commission's Office 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 14, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
application(s) and/or declaration(s) at the address(es) specified 
below. Proof of service by affidavit or, in case of an attorney at

[[Page 34949]]

law, by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of fact 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 14, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Central Maine Power Company, et al.

    Central Maine Power Company (``Central Maine''), a public utility 
holding company exempt from regulation under the Act, in accordance 
with rule 2 under the Act, and HoldCo, Inc. (``Holdco''), a wholly 
owned subsidiary of Central Maine (together, ``Applicants''), both 
located at 83 Edison Drive, Augusta, Maine 04336, have filed an 
application under sections 3(a)(1), 9(a)(2) and 10 of the Act.
    Central Maine is an investor-owned public utility company primarily 
engaged in the business of generating, transmitting and distributing 
electricity to wholesale customers, principally other utilities, and to 
retail customers in Maine. Central Maine is the largest electric 
utility in Maine and serves approximately 528,000 customers in its 
11,000 square mile service area. Central Maine had $954 million in 
consolidated electric operating revenues in 1997. Central Maine is 
subject to the regulatory authority of the Maine Public Utilities 
Commission.
    Central Maine currently has three utility subsidiaries: Maine 
Electric Power Company, Inc. (``MEPCO''), Aroostook Valley Electric 
Company (``AVEC''), and NORVARCO. MEPCO owns and operates a 345-kV 
transmission interconnection between Wiscasset, Maine and the Maine-New 
Brunswick international border at Orient, Maine. AVEC owns and operates 
a 31 MW wood-fired generating plant in Fort Fairfield, Maine, the 
output of which is sold to Central Maine.\1\ NORVARCO is one of two 
general partners in Chester SVC Partnership, a general partnership 
which owns certain transmission assets in Chester, Maine, adjacent to 
MEPCO's transmission interconnection.\2\
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    \1\ Central Maine has reached an agreement with a third party, 
FPL Group (``FPL''), to sell its interests in AVEC, as part of a 
sale to FPL of all of its nonnuclear generating assets.
    \2\ Central Maine also owns a 38% common stock interest in Maine 
Yankee Atomic Power Company (``Maine Yankee''), which owns the Maine 
Yankee nuclear electric generating plant in Wiscasset, Maine. The 
Maine Yankee plant is not currently operating. On August 6, 1997, 
the board of directors of Maine Yankee voted to shut down 
permanently and begin to decommission the Maine Yankee plant.
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    Central Maine's nonutility subsidiaries include: CMP International 
Consultants (``CMPI''), Central Securities Corporation (``Central''), 
Cumberland Securities Corporation (``Cumberland''), Kennebec Hydro 
Resources (``Hydro''), The Merimil Limited Partnership (``Merimil''), 
MaineCom Services, Inc. (``MainCom''), TeleSmart (``Telesmart''), The 
Union Water-Power Company (``Union Water''), Androscoggin Reservoir 
Company (``Androscoggin''), Kennebec Water Power Company (``Kennebec 
Water''), and the Gulf Island Pond Oxygenation Project (``GIPOP''). 
These subsidiaries are engaged in utility support services (such as 
training, research, project management and technical consulting), 
telecommunications, river facilities management, administrative 
services, and real estate activities. In 1997, they provided total 
revenues of $21,238,000, or approximately 2% of Central Maine's total 
consolidated electric operating revenues for that year.
    Holdco and Central Maine seek authority for Holdco to acquire all 
of the outstanding common stock of Central Maine and, indirectly, of 
its utility subsidiaries. In addition, Holdco and Central Maine seek an 
order under section 3(a)(1) of the Act exempting Holdco and Central 
Maine from all provisions of the Act, except section 9(a)(2).
    Holdco intends to form a subsidiary company, Merger Sub, for the 
sole purpose of consummating the acquisition of Central Maine by Holdco 
(``Acquisition''). In accordance with an agreement (``Merger Plan'') to 
be entered into by Holdco, Central Maine and Merger Sub, Merger Sub 
will merge with and into Central Maine. In addition each issued and 
outstanding share of Central Maine common stock (``CM Common Stock'') 
will be converted into one share of Holdco common stock (``Holdco 
Common Stock'').\3\ The outstanding shares of Merger Sub common stock 
will be automatically converted into a number of shares of CM Common 
Stock equal to the number of shares of CM Common Stock before the 
Merger. The shares of Holdco Common Stock owned by Central Maine before 
the Merger will be canceled. All debt securities and series of Central 
Maine preferred stock will be unaffected by the Merger Plan and will 
remain securities of Central Maine.
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    \3\ Central Maine's shareholders approved the Merger Plan at 
their annual meeting on May 21, 1998.
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    Upon consummation of the Acquisition, each person that held shares 
of CM Common Stock before the Acquisition, will hold an equal number of 
shares of Holdco Common Stock, and Holdco will hold all of the issued 
and outstanding shares of CM Common Stock.
    Applicants state that concurrently with the Acquisition, or shortly 
thereafter, Central Maine will transfer by dividend its existing equity 
interests in CMPI, MaineCom, Telesmart, Union Water and Androscoggin to 
Holdco.\4\
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    \4\ Central Maine expects to sell its interests in Hydro, 
Merimil and GIPOP as part of the planned sale of its nonnuclear 
generation assets. Central Maine has offered for sale its interest 
in Kennebec Water. If Central Maine does not receive an acceptable 
bid for this interest, it will retain the interest and not transfer 
it to Holdco. Cumberland and Central will remain subsidiaries of 
Central Maine.
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    Applicants assert that they will each satisfy the requirements for 
an exemption under section 3(a)(1) upon consummation of the Merger. 
They state that they and their public utility subsidiaries currently 
are, and will continue to be, predominately intrastate in character and 
will continue to carry on their business substantially in Maine.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-17082 Filed 6-25-98; 8:45 am]
BILLING CODE 8010-01-M