Filed March 30, 2001
File No. 70-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Energy East Corporation
New York State Electric & Gas Corporation
P.O. Box 12904
Albany, New York 12212-2904
(Names of companies filing this statement and addresses of principal executive
offices)
Energy East Corporation
(Name of top registered holding company parent)
Kenneth M. Jasinski
Executive Vice President, General Counsel and Secretary
Energy East Corporation
P.O. Box 12904
Albany, New York 12212-2904
(Names and addresses of agent for service)
The Commission is requested to send copies of all orders, notices and
communications to:
Adam Wenner Frank Lee
Vinson & Elkins L.L.P. Huber Lawrence & Abell
1455 Pennsylvania Ave., N.W. 605 Third Avenue
Washington, D.C. 20004 New York, New York 10158
(202) 639-6618 (212) 682-6200
INFORMATION REQUIRED
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION
A. Introduction
Pursuant to Section 12 (d) of the Public Utility Holding Company Act of
1935, (1) as amended (the "Act") and Rule 44 of the Commission's regulations,
(2) New York State Electric & Gas Corporation ("NYSEG"), a wholly-owned
subsidiary of Energy East Corporation ("Energy East"), through this
Application/Declaration, requests approval to sell its 18 percent ownership
interest in the Nine Mile Point Unit No. 2 nuclear generating station ("NMP2"),
located in Scriba, New York, to Constellation Energy Group, Inc. ("CEGI") and
Constellation Nuclear, LLC ("CNLLC").
B. Description of the Proposed Sale of Utility Assets
Pursuant to a December 11, 2000, Asset Purchase Agreement ("APA") between
NYSEG, Niagara Mohawk Power Corporation ("NMPC"), Rochester Gas and Electric
Corporation ("RG&E") and Central Hudson Gas & Electric Corporation ("CHGEC"), as
Sellers, and CEGI and CNLLC, as Buyers, filed as Exhibit B-1 herein, NYSEG
proposes to transfer to Nine Mile Point Nuclear Station, LLC ("NMPNS"), a
subsidiary of CNLLC, its 18 percent interest in NMP2, together with certain
real, personal and intangible property associated with that asset, and certain
obligations and liabilities (the "Proposed Transaction"). (3) The Proposed
Transaction does not involve the acquisition of securities.
As described in the APA, the utility assets to be transferred include,
among other things, NYSEG's right, title and interest in and to NMP2, including:
(a) real property, buildings and improvements; (b) all spent nuclear fuel,
high-level waste, low-level waste, source and by product material at the site,
and fuel-related inventory; (c) all machinery, equipment, such as computer
hardware and software and communications equipment, vehicles, tools, spare
parts, fixtures, furniture and furnishings and other personal property relating
to or used in the ordinary course of business to operate the facilities, other
than property used primarily as part of the transmission assets, or that is
otherwise excluded from the sale; (d) the material agreements, listed on
schedules to the APA and other non-material contracts; (e) all transferable
permits; (f) all books, operating records and other documents relating to the
facilities (subject to the right of NYSEG to retain copies of same for its use)
other than general ledger accounting records; and (g) all unexpired,
transferable warranties and guarantees from third parties with respect to any
item of real property or personal property constituting part of the purchased
assets.
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1 15 U.S.C. 79l (d) (1988).
2 17 C.F.R. 250.44 (2000).
3. In addition, pursuant to the APA, NMPC will sell its 41 percent interest in
NMP2, RG&E will sell its 14 percent interest in NMP2, and CHGEC will sell its 9
percent interest in NMP2. The remaining 18 percent interest in NMP2 is held by
Long Island Power Authority, which is not a participant in the NMP2 transfer.
Pursuant to a separate Asset Purchase Agreement, NMPC will sell to NMPNS its 100
percent interest in the Nine Mile Point Unit No. 1 generating station.
1
The original and book costs of the NMP2 utility assets to be sold are as
follows:
Utility plant in service, original cost $854,133,000
Accumulated depreciation 837,546,000 (4)
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Net book value $ 16,587,000
Upon closing, NYSEG will transfer to NMPNS all of its rights, title and
interest in and to NMP2, including all buildings, equipment, spare parts,
fixtures, inventory, documents, records, assignable contracts, spent nuclear
fuel, other licensed materials at NMP2, decommissioning funds, and other
property necessary for their operation and maintenance. NMPNS also will assume
responsibility for the operation, maintenance and eventual decommissioning of
NMP2.
NMPNS will obtain transmission interconnection service at NMP2 pursuant to
a December 8, 2000, Interconnection Agreement between NYSEG, NMPC and CNLLC,
filed as Exhibit B-2, herein. (5)
Pursuant to a December 11, 2000, Power Purchase Agreement ("PPA") between
NYSEG and CNLLC, filed as Exhibit B-3 herein, from the Closing Date until the
tenth anniversary of the Closing Date, NYSEG will purchase 16.2 percent (90
percent of 18 percent) of the capacity and energy from NMP2 at the prices set
forth in Exhibit B-3.
Pursuant to a December 11, 2000, Revenue Sharing Agreement ("RSA") between
NYSEG and CNLLC, filed as Exhibit B-4 herein, after completion of the term of
the PPA, NMPNS, as CNLLC's assignee, will pay NYSEG 80 percent of the amount by
which actual market prices exceed a schedule of floor prices as set forth in the
RSA. To the extent floor prices exceed actual prices, 80 percent of the
negative differences will be credited against future payment obligations under
the RSA. Under no circumstances will NYSEG be required to make payments under
the RSA.
NYSEG's interest in NMP2 will be sold for approximately $128 million.
Pursuant to the APA, Buyer will pay 50 percent of the purchase price to NYSEG at
closing, and the balance in five equal installments. The Buyers of the asset,
as well as the sale price of the asset, were determined by an auction process
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4 Includes the effect of: (1) a gain from the sale of Energy East's coal-fired
generation assets, (2) deferred taxes related to NMP2, and ( 3) impairment that
was based on the purchase price offered in an earlier agreement to sell NMP2
that was used to write down NYSEG's investment in NMP2 in 1999.
5 Pursuant to a Transmission Asset Purchase Agreement ("TAPA") by and among
NMPC, RG&E, CHGEC and Long Island Light Company dated September 28, 2000, RG&E
and CHGEC proposed to sell their interests in NMP2 transmission and
interconnection facilities. Upon closing of the TAPA, NYSEG and NMPC will be the
remaining owners of the transmission assets that interconnect NMP2 with NMPC's
transmission system.
2
managed by J.P. Morgan and Navigant Consulting, Inc. The auction process is
described in Exhibit D-1 to this application. (6)
C. Description of the Parties to the Proposed Sale of Utility Assets
1. NYSEG
NYSEG is a regulated public utility company engaged in transmitting and
distributing electricity and transporting, storing and distributing natural gas.
NYSEG also generates electricity from its 18 percent share of NMP2 and from its
several hydroelectric stations.
NYSEG provides delivery services to approximately 824,000 electricity
customers and 248,000 natural gas customers. NYSEG's service territory, 99
percent of which is located outside the corporate limits of cities, is in the
central, eastern and western parts of the State of New York. NYSEG's service
territory has an area of approximately 20,000 square miles and a population of
2,500,000. The larger cities in which NYSEG serves both electricity and natural
gas customers are Binghamton, Elmira, Auburn, Geneva, Ithaca and Lockport, New
York. The service territory reflects a diversified economy, including high-tech
firms, light industry, colleges and universities, agriculture and recreational
facilities. No customer accounts for five percent or more of either electric or
natural gas revenues.
During the period 1998 through 2000, approximately 84 percent of NYSEG's
operating revenue was derived from electricity deliveries, with the balance
derived from natural gas deliveries.
2. Energy East
Energy East is a registered public utility holding company under the Act.
(7) Through its subsidiaries, Energy East is an energy services and delivery
company with operations in New York, Connecticut, Massachusetts, Maine, New
Hampshire and New Jersey, serving 1,410,000 electric utility customers and
616,000 gas utility customers. Its service territories reflect diversified
economies, including high-tech firms, insurance, light industry, pulp and paper
industry, ship building, colleges and universities, agriculture, fishing and
recreational facilities. No customer accounts for one percent or more of either
electric or natural gas revenues.
In 2000, approximately 68 percent of Energy East's operating revenue was
derived from electricity deliveries, while approximately 26 percent of its
operating revenue was derived from natural gas deliveries. In 1999,
approximately 83 percent of Energy East's operating revenue was derived from
electricity deliveries, while approximately 14 percent of its operating revenue
was derived from natural gas deliveries. In 1998, approximately 87 percent of
Energy East's operating revenue was derived from electricity deliveries, while
approximately 12 percent of its operating revenue was derived from natural gas
deliveries.
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6 The auction process is subject to review by the New York Public Service
Commission.
7. Energy East registered with the Commission under Section 5 of the Act
following its acquisition of CMP Group, CTG Resources and Berkshire Energy, each
of which is a public utility holding company.
3
On May 1, 1998, Energy East became the parent of NYSEG. On February 8,
2000, Energy East became the parent of Connecticut Energy Corporation
("Connecticut Energy"), (8), and on September 1, 2000, Energy East became the
parent of CMP Group, Inc., CTG Resources, Inc. ("CTG Resources") and Berkshire
Energy Resources ("Berkshire Energy"). (9)
CMP Group is a holding company and its principal operating subsidiary,
Central Maine Power Company, is primarily engaged in transmitting and
distributing electricity generated by others to retail customers in Maine. CTG
Resources, also a holding company, is the parent company of Connecticut Natural
Gas Corporation, a regulated local natural gas distribution company in
Connecticut. Berkshire Energy is a holding company and the parent company of The
Berkshire Gas Company, a regulated local natural gas distribution company that
operates in western Massachusetts.
Energy East holds interests in eight public-utility companies: NYSEG,
Central Maine Power Company, Maine Electric Power Company, Inc., NOVARCO, Maine
Natural Gas, L.L.C., Connecticut Natural Gas Corporation, The Berkshire Gas
Company and The Southern Connecticut Gas Company. Energy East neither owns nor
operates any physical properties.
3. CEGI
CEGI, headquartered in Baltimore, Maryland, is a diversified energy
company, which, among other things, owns a franchised distribution utility, a
power marketer (Constellation Power Source, Inc.), merchant generators, and
interests in Qualifying Facilities under the Public Utility Regulatory Policies
Act of 1978. Its franchised distribution utility, Baltimore Gas and Electric
Company, is a combination electric and gas utility which provides retail service
subject to the jurisdiction of the Maryland Public Service Commission. BGE
transmits and sells electricity to 1.1 million customers and provides retail gas
service to 590,000 residential, commercial and industrial customers in all or
part of 10 counties in central Maryland and in the city of Baltimore, Maryland.
4. CNLLC
CNLLC, headquartered in Baltimore, Maryland, is a direct wholly owned
subsidiary of Constellation Energy. CNLLC, which is the parent of NMPNS, is the
party to each of the other transaction documents. CNLLC will transfer its
rights and obligations under some or all of the transaction documents to NMPNS
prior to the Closing Date. NMPNS will be the owner of the jurisdictional
facilities upon closing.
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8. Energy East Corporation, et al., HCAR No. 27128 (February 2, 2000).
9. Energy East Corporation, et al., HCAR No. 27224 (August 31, 2000).
Energy East described NYSEG's plans to sell its interest in NMP2 in its
Application requesting approvals relating to the proposed combination of
Energy East with
CMP Group, Inc.
4
D. Description of the Anticipated Effect of the Proposed Sale of Utility
Assets
The proposed sale of NYSEG's 18 percent interest in NMP2 will effectuate
key provisions of the "Agreement Concerning the Competitive Rate and
Restructuring Plan of New York State Electric & Gas Corporation" adopted and
approved by the New York Public Service Commission ("NYPSC") in 1998, in
response to the efforts of New York State to restructure its electric power
industry. The NYPSC has announced policies to facilitate a competitive
marketplace for the provision of electric services, including the divestiture of
utility-owned generation. (10) Electric utilities in New York were strongly
encouraged to sell their generating assets. Consistent with these policies,
NYSEG has divested substantially all of its generating assets. (11) The Proposed
Transaction clearly is in keeping with the NYPSC's directions on electric
restructuring in New York.
After the sale of its interest in NMP2, NYSEG will be engaged almost
entirely in the transmission and distribution of electricity and the
distribution of natural gas. As of December 31, 2000, NYSEG's electric
transmission system consisted of approximately 4,384 circuit miles of line.
NYSEG's electric distribution system consisted of 33, 962 pole-miles of overhead
lines and 2,256 miles of underground lines. NYSEG, which is a member of the New
York Power Pool, has transferred control of its transmission system to the New
York Independent System Operator ("NYSISO"). The NYISO, an independent operator
of utilities transmission system, operates the transmission systems of all
public utility systems in New York.
Following the sale of NYSEG's interest in NMP2, (as well as the additional
transactions with respect to NMP2, described in note 3, above), NMPNS will
become an 82 percent undivided owner of NMP2 and will become the licensed
operator of NMP2.
---------------
9. Energy East Corporation, et al., HCAR No. 27224 (August 31, 2000).
Energy East described NYSEG's plans to sell its interest in NMP2 in its
Application requesting approvals relating to the proposed combination of
Energy East with CMP Group, Inc.
10. In its Opinion No. 96-12, the NYPSC announced a number of "policy
directions" that were critical to moving toward a competitive marketplace.
Utility divestiture of generation was one such "direction" that the NYPSC
strongly endorsed. In particular, the NYPSC determined that "generation
and energy service functions should be separated from transmission and
distribution systems in order to prevent the onset of vertical market power" and
concluded that "[t]otal divestiture of generation would accomplish this most
effectively and is encouraged." Case 94-E-0952, "Competitive Opportunities
Regarding Electric Service," Opinion No. 96-12 (May 20, 1996).
5
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The estimated fees and expenses to be paid or incurred by NYSEG, directly
or indirectly, in connection with the Proposed Transaction are:
Legal, Consulting, Auction Manager (12) and Miscellaneous
Costs $ 6,500,000
Human Resources Costs 700,000
MATS Termination Cost 600,000
Payment from NMPC for NYSEG Share of Pension
and OPEB Curtailment (13) (1,800,000)
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Total $ 6,000,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
The Proposed Transaction is subject to Section 12(d) of the Act and, Rule
44 thereunder. Section 12(d) of the Act in relevant part, provides that:
It shall be unlawful for any registered holding company, by use of the
mails or any means or instrumentality of interstate commerce, or otherwise,
to sell any utility assets, in contravention of such rules and regulations
or orders regarding the consideration to be received from such sale,
maintenance of competitive conditions, fees and commissions, accounts,
disclosure of interest, and similar matters as the Commission deems
necessary or appropriate in the public interest or for the protection of
investors or consumers or to prevent the circumvention of the provisions of
this title or the rules regulations, or orders thereunder. (14)
The Proposed Transaction also is subject to Rule 44 of the Commission's
Regulations. Rule 44(a) provides that:
No registered holding company shall, directly or indirectly, sell to any
person any utility assets, except pursuant to a declaration notifying the
commission of the proposed transaction, which has become effective in
accordance with the procedure specified in section 250.23, and pursuant to
the order of the Commission with respect to such declaration under the
applicable provisions of the Act. (15)
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12 The payment of the fees to J.P. Morgan is shared by NYSEG and NMPC. The
payment of fees to Navigant Consulting, Inc., is shared by RG&E and CHGEC.
13 This payment is described in Exhibit D-1 to this Application.
14. 15 U.S.C. 79l (d) (1988).
15. 17 C.F.R. 250.44 (2000).
6
The NMP2 assets to be sold are "utility assets" within the meaning of the
definition in Section 2(a) (18) of the Act. (16)
This filing also is subject to Rules 53 and 54. (17) Under Rule 53(a), the
Commission shall not make certain specified findings under Sections 7 and 12 in
connection with a proposal by a holding company to issue securities for the
purpose of financing the acquisition of an "exempt wholesale generator" ("EWG"),
or to guaranty the securities of an EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. Rule 54
provides that the Commission shall not consider the effect of the capitalization
or earnings of subsidiaries of a registered holding company that are EWGs or
"foreign utility companies" ("FUCOs") in determining whether to approve other
transactions if Rule 53(a), (b) and (c) are satisfied. These standards are met.
Rule 53(a)(1): Rule 53(a)(1) limits a registered holding company's
financing of investments in EWGs if that holding company's "aggregate
investment" in EWGs and FUCOs exceeds 50% of its "consolidated retained
earnings." Immediately following the Closing Date, Energy East's "aggregate
investment" in EWGs and FUCOs will be approximately $25 million, or
approximately 0.3 percent of Energy East's "consolidated retained earnings" at
December 31, 2000 (approximately $918 million).
Rule 53(a)(2): Energy East has complied and will continue to comply with
the record keeping requirements of Rule 53(a)(2) concerning affiliated EWGs and
FUCOs. Specifically, Energy East will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. Energy East will cause each
domestic EWG in which it acquires and holds an interest, and each foreign EWG
and FUCO that is a majority-owned subsidiary, to maintain its books and records
and prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.
Rule 53(a)(3): As required by Rule 53(a)(3), no more than 2 percent of the
employees of NYSEG, The Southern Connecticut Gas Company, Maine Natural Gas,
L.L.C., Central Maine Power Company, Maine Electric Power Company, Inc.,
NORVARCO, Connecticut Natural Gas Corporation and The Berkshire Gas Company
will, at any one time, directly or indirectly, render services to EWGs and
FUCOs.
In addition, Energy East states that the provisions of Rule 53(a) are not
made inapplicable to the authorization herein requested by reason of the
occurrence or continuance of any of the circumstances specified in Rule 53(b).
Rule 53(c) is inapplicable by its terms.
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16. 15 U.S.C. 79b(a) (18) (1988).
17. 17 C.F.R. 250.53 and 250.54 (2000).
7
If the Commission considers the Proposed Transaction to require any
authorization approval or exemption under any section of the Act or any rule or
resolution other than cited above, such authorization, approval or exemption is
hereby requested.
The Proposed Transaction will be carried out in accordance with the
procedure specified in Rule 23, and pursuant to an order of the Commission in
respect therefrom. It is expected that the Proposed Transaction will be
consummated as soon as practicable after receipt of all necessary required
approvals. In accordance with the APA, the closing of the Proposed Transaction
will take place on the Closing Date (as defined in the Asset Purchase
Agreement), once all conditions precedent are satisfied and satisfactory
regulatory approvals are obtained.
ITEM 4. REGULATORY APPROVAL
The Proposed Transaction is subject to the jurisdiction of (1) the NYPSC
pursuant to New York State's Public Service Law, (18) (2) the Federal Energy
Regulatory Commission ("FERC") pursuant to Sections 203 and 205 of the Federal
Power Act, (19) (3) the Nuclear Regulatory Commission ("NRC") pursuant to
Section 184 of the Atomic Energy Act of 1954, as amended, (20) and (4) the
Federal Trade Commission ("FTC") pursuant to section 7A of the Clayton Act, as
added by Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of
1976. (21)
On January 30, 2001, NYSEG, NMPC, RG&E, CHGEC, CNLLC and NMPNS filed with
the NYPSC, pursuant to Section 70 of the Public Service Law, a "Joint Petition
for Authorization to Transfer Certain Generating and Related Assets" to
Constellation Nuclear LLC.
On January 31, 2001, NYSEG filed with the FTC and the Antitrust Division of
the Department of Justice, Premerger Notification under the Hart-Scott-Rodino
Antitrust Improvements Act on 1976 on Behalf of Energy East Corporation,
----------------
18. The jurisdiction of the NYPSC over the proposed sale of utility assets
extends to the transfer of part of NYSEG's works and system. Section 70
of New York's Public Service Law provides, in relevant part, that "No
electric corporation shall transfer or lease its franchise, works or system
or any part of such franchise, works or system, to any other person or
corporation or contract for the operation of its works and system, without
the written consent of the Commission."
19. The jurisdiction of the FERC over the proposed sale of utility assets
extends to (1) the sale of facilities for the transmission of electric energy in
interstate commerce and for the sale of electric energy at wholesale in
interstate commerce, and (2) the rates for the transmission of electric energy
in interstate commerce and for the sale of electric energy at wholesale in
interstate commerce. Section 203 of the Federal Power Act, in relevant part,
provides that: "No public utility shall sell, lease, or otherwise dispose of the
whole of its facilities subject to the jurisdiction of the [FERC], or any part
thereof of a value in excess of $50,000,without first having secured an order of
the [FERC] authorizing it to do so." 16 U.S.C. 824b. Section 205 of the Federal
Power Act, in relevant part, provides that: "All rates and charges made,
demanded, or received by any public utility for or in connection with the
transmission or sale of electric energy subject to the jurisdiction of the
[FERC], and all rules and regulations affecting or pertaining to such rates or
charges shall be just and reasonable, and any such rate or charge that is not
just and reasonable is hereby declared to be unlawful." 16 U.S.C. 824d(a).
20 The NRC's jurisdiction over the proposed sale of utility assets extends to
the transfer of NYSEG's license to own its interest in NMP2.
21 The FTC's jurisdiction over the proposed sale of utility assets extends to
the acquisition of assets by CEGI.
8
relating to the proposed sale of NYSEG's 18% undivided interest in NMP2. Early
termination of the waiting period was granted, effective February 16, 2001.
On February 1, 2001, NYSEG, NMPC, RG&E, CHGEC and CNLLC requested NRC
approval of the transfer to NMPNS the interests held by NMPC, NYSEG, RG&E and
CHGEC in Facility Operating License No. NPF-69 to possess, use and operate NMP2.
(22)
On February 28, 2001, NYSEG, NMPC, RG&E and CHGEC, CNLLC and NMPNS filed
with the FERC, in Docket No. EC01-75-000, a joint application seeking
authorization of the sale of jurisdictional facilities under section 203 of the
Federal Power Act.
In the near future, NYSEG will file with the FERC an application under
Section 205 of the Federal Power Act for acceptance by the Commission of the
Interconnection Agreement, the PPA, and the Transmission Operating Agreement.
ITEM 5. PROCEDURE
NYSEG requests Commission action on this application no later than June 8,
2001. NYSEG proposes to close the sale of its interest in NMP2 on or before
July 1, 2001. NYSEG requests that the Commission's order herein be issued as
soon as the rules will allow, and that there be no thirty-day waiting period
between the issuance of the Commission's order and the date on which it is to
become effective. NYSEG waives a recommended decision by a hearing officer or
other responsible officer of the Commission, and hereby consents that the
Division of Investment Management may assist in the preparation of the
Commission's decision and/or order herein, unless such division opposes the
matter covered by this application or declaration.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
Exhibit B-1 Nine Mile Point Unit 2 Nuclear Generating Facility Asset
Purchase Agreement by and among Niagara Mohawk Power Corporation, New York
State Electric & Gas Corporation, Rochester Gas and Electric Corporation,
and Central Hudson Gas & Electric Corporation, as Sellers, Constellation
Energy Group, Inc. and Constellation Nuclear, LLC, as Buyer, dated as of
December 11, 2000. (Included in NYSEG's Form 10-K for the year ended
December 31, 2000, File No. 1-3103-2, and incorporated herein by
reference.)
Exhibit B-2 Interconnection Agreement Between Niagara Mohawk Power
Corporation, New York State Electric & Gas Corporation and Constellation
Nuclear, LLC for the Nine Mile Point Unit 2 Nuclear Generating Station,
dated December 8, 2000. (Filed herewith)
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22 NMPC has operating responsibility for NMP2 pursuant to the NRC license and
the operating agreement for NMP2. NMPNS will assume NMPC's operating
responsibilities.
9
Exhibit B-3 Producer - Customer NMP2 Power Purchase Agreement between
Constellation Nuclear, LLC and New York State Electric & Gas Corporation,
dated December 11, 2000. (Filed herewith)
Exhibit B-4 Producer - Customer NMP2 Revenue Sharing Agreement between
Constellation Nuclear, LLC, and New York State Electric & Gas Corporation,
dated December 11, 2000. (Filed herewith)
Exhibit D-1 Joint Petition of Niagara Mohawk Power Corporation, New York
State Electric & Gas Corporation, Rochester Gas and Electric Corporation,
Central Hudson Gas & Electric Corporation, Constellation Nuclear, LLC and
Nine Mile Point Nuclear Station, LLC For Authority Under Public Service Law
Section 70 To Transfer Certain Generating and Related Assets and For
Related Approvals, filed with the New York State Public Service Commission
in Case No. 01-E-0011. (Filed herewith)
Exhibit D-2 Order of the New York State Public Service Commission in Case
No. 01-E-0011. (To be filed by amendment)
Exhibit D-3 Joint Application of Niagara Mohawk Power Corporation, New York
State Electric & Gas Corporation, Rochester Gas and Electric Corporation,
Central Hudson Gas & Electric Corporation Constellation Nuclear, LLC and
Nine Mile Point Nuclear Station, LLC Seeking Authorization for the Sale of
Jurisdictional Facilities Under Section 203 of the Federal Power Act, filed
with the Federal Energy Regulatory Commission in Docket No. EC01-75-000.
(Filed herewith)
Exhibit D-4 Order of the Federal Energy Regulatory Commission in Docket No.
EC01-75-000. (To be filed by amendment)
Exhibit D-5 Federal Energy Regulatory Commission Application under Section
205 of the Federal Power Act. (To be filed by amendment)
Exhibit D-6 Order of the Federal Energy Regulatory Commission under Section
205 of the Federal Power Act. (To be filed by amendment)
Exhibit D-7 Application for Order and Conforming Administrative Amendments
for License Transfers (NRC Facility Operating License Nos. DPR-63 and
NPF-69, filed with the Nuclear Regulatory Commission in Docket Nos. 50-220
and 50-410. (Filed herewith)
Exhibit D-8 Order of the Nuclear Regulatory Commission in Docket Nos.
50-220 and 50-410. (To be filed by amendment)
Exhibit D-9 Premerger Notification under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 on behalf of Energy East Corporation, filed with
10
the Federal Trade Commission and the Antitrust Division, Department of
Justice. (Filed herewith)
Exhibit E Map showing the interconnection of NMP2 with the properties of
NYSEG. (Filed herewith on Form SE)
Exhibit F-1 Preliminary opinion of Huber Lawrence & Abell. (To be filed by
amendment)
Exhibit F-2 Past-tense opinion of Huber Lawrence & Abell. (To be filed by
amendment)
Exhibit I Proposed form of notice. (Filed herewith)
(b) Financial Statements
FS-1 Actual and pro forma combined condensed balance sheet of Energy East
Corporation as of December 31, 2000, and actual and pro forma combined
condensed statement of income and statement of retained earnings of Energy
East Corporation for the twelve months ended December 31, 2000. (Filed
herewith)
FS-2 Actual and pro forma combined condensed balance sheet of New York
State Electric & Gas Corporation as of December 31, 2000, and actual and
pro forma combined condensed statement of income and statement of retained
earnings of New York State Electric & Gas Corporation for the twelve months
ended December 31, 2000. (Filed herewith)
There have been no material changes, not in the ordinary course of
business, since the date of the financial statements filed herewith.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
Not Applicable. This form is not being used by a person filing an
application or declaration or amendment thereto pursuant to Sections 6(b), 7, 9
or 10 of PUHCA.
11
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this statement to be signed on
their behalf by the undersigned thereunto duly authorized.
Dated: March 30, 2001 ENERGY EAST CORPORATION
By: /s/ Robert D. Kump
-----------------------------------
Name: Robert D. Kump
Title: Vice President and Treasurer
NEW YORK STATE ELECTRIC
& GAS CORPORATION
By: /s/ Sherwood J. Rafferty
-----------------------------------
Name: Sherwood J. Rafferty
Title: Senior Vice President and
Chief Financial Officer
12