File No. 70-9875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO 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
Donna J. Bobbish Huber Lawrence & Abell
Vinson & Elkins L.L.P. 605 Third Avenue
1455 Pennsylvania Ave., N.W. New York, New York 10158
Washington, D.C. 20004 (212) 682-6200
(202) 639-6618
The Form U-1 Application/Declaration in this proceeding filed originally with
the Securities and Exchange Commission on March 30, 2001, is hereby amended and
restated in its entirety, as follows:
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
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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.
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(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.
Pursuant to the APA, NMPNS will assume, with limited exceptions, all known
and unknown on-site environmental liabilities arising from ownership or
operation of NMP2, and injury or damage to persons or property caused by the
presence or remediation of hazardous substances at or near NMP2. The APA
provides for indemnification of NYSEG by NMPNS for these assumed environmental
liabilities. NMPNS will not assume any obligation to pay criminal fines arising
from environmental violations committed prior to the closing and will not assume
liability for toxic torts committed prior to closing or for off-site activities
involving hazardous substances prior to the closing.(4)
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(5)
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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.(6)
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(7) 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.
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(4) For this purpose, "off-site" does not include any location adjoining the
site to which hazardous substances at the site may have migrated.
(5) 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.
(6) 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.
(7) As used herein, "Closing Date" means the date that the sale of utility
assets by NYSEG under the APA is consummated.
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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.
The PPA and RSA are part of the transaction contemplated by the APA and are
attached to the APA as exhibits.
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 annual installments over a period of five
years. The Buyers of the asset, as well as the sale price of the asset, were
determined by an auction process managed by J.P. Morgan and Navigant Consulting,
Inc. The auction process is described in Exhibit D-1 to this application.(8)
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.
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(8) The auction process is subject to review by the New York Public Service
Commission.
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2. Energy East
Energy East is a registered public utility holding company under the
Act.(9) Through its subsidiaries, Energy East is an energy services and delivery
company with operations in New York, Connecticut, Massachusetts, Maine, New
Hampshire, New Jersey and Pennsylvania, 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.
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"),(10) 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").(11)
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 Corporation, Connecticut Natural Gas Corporation, The Berkshire Gas
Company and The Southern Connecticut Gas Company. Energy East neither owns nor
operates any physical properties.
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(9) 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.
(10) Energy East Corporation, et al., HCAR No. 27128 (February 2, 2000).
(11) 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.
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3. CEGI
CEGI, headquartered in Baltimore, Maryland, is a public utility holding
company exempt from registration under Section 3(a)(1) of the Act. CEGI 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 Maryland limited
liability company and a direct wholly owned subsidiary of CEGI. CNLLC owns
subsidiaries engaged in nuclear generation activities. 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.
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.(12) 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.(13) The Proposed
Transaction clearly is in keeping with the NYPSC's directions on electric
restructuring in New York.
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(12) 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).
(13) NYSEG sold its coal-fired generation assets to Edison Mission Energy
in March 1999, and to the AES Corporation in May 1999. NYSEG retains
hydroelectric facilities with an aggregate capacity of 61 megawatts, non-utility
generation contracts, and contracts pursuant to which the New York Power
Authority sells power to NYSEG.
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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 ("NYISO"). 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.
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(14)
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(15) (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
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(14) 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.
(15) This payment is described in Exhibit D-1 to this Application.
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or consumers or to prevent the circumvention of the provisions of this
title or the rules regulations, or orders thereunder.(16)
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.(17)
The NMP2 assets to be sold are "utility assets" within the meaning of the
definition in Section 2(a)(18) of the Act.(18)
This filing also is subject to Rules 53 and 54.(19) 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
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(16) 15 U.S.C. 79l (d) (1988).
(17) 17 C.F.R. Sec. 250.44 (2000).
(18) 15 U.S.C. 79b(a) (18) (1988).
(19) 17 C.F.R. Sec. 250.53 and 250.54 (2000).
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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
Corporation, 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.
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,(20) (2) the Federal Energy
Regulatory Commission ("FERC") pursuant to Sections 203 and 205 of the Federal
Power Act,(21) (3) the Nuclear
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(20) 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."
(21) 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
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).
8
Regulatory Commission ("NRC") pursuant to Section 184 of the Atomic Energy Act
of 1954, as amended,(22) 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.(23)
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 of 1976 on Behalf of Energy East Corporation,
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.(24) On June 22, 2001, the NRC issued an "Order Approving Transfer of
Licenses and Conforming Amendments."
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. On May 14, 2001, the FERC issued an "Order Authorizing
Disposition of Jurisdictional Facilities," Niagara Mohawk Power Corporation, et
al., 95 FERC 62,165.
On March 30, 2001, NMPNS, among other things, filed the PPA with the FERC
pursuant to Section 205 of the Federal Power Act. By letter order issued May
16, 2001, in Docket No. ER01-1654-000, the FERC, among other things, accepted
the PPA for filing. 95 FERC 61,202. On May 7, 2001, NMPC filed the unexecuted
Interconnection Agreement and the unexecuted Transmission Operating Agreement
with the FERC, pursuant to Section 205 of the Federal Power Act. On July 6,
2001, the FERC issued an order in Docket No. ER01-1986-000 which, among other
things, accepted the Interconnection Agreement and the Transmission Operating
Agreement for filing. Niagara Mohawk Power Corporation, 96 FERC 61,027.
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(22) 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.
(23) The FTC's jurisdiction over the proposed sale of utility assets extends
to the acquisition of assets by CEGI.
(24) NMPC has operating responsibility for NMP2, pursuant to the NRC license
and the operating agreement for NMP2. NMPNS will assume NMPC's operating
responsibilities.
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ITEM 5. PROCEDURE
NYSEG requests Commission action on this application as soon as possible.
NYSEG proposes to close the sale of its interest in NMP2 upon receipt of all
regulatory approvals. 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 previously.)
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 previously.)
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 previously.)
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
previously.)
Exhibit D-2 Order of the New York State Public Service Commission in
Case No. 01-E-0011. (To be filed by amendment.)
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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 previously.)
Exhibit D-4 Order of the Federal Energy Regulatory Commission in
Docket No. EC01-75-000. (Filed herewith.)
Exhibit D-5 (1) Application of Nine Mile Point Nuclear Station, L.L.C.
filed with the Federal Energy Regulatory Commission in Docket No.
ER01-1654-000 under Section 205 of the Federal Power Act, and (2)
Application of Niagara Mohawk Power Corporation filed with the Federal
Energy Regulatory Commission in Docket No. ER01-1986-000, under
Section 205 of the Federal Power Act. (Filed herewith.)
Exhibit D-6 (1) Order of the Federal Energy Regulatory Commission in
Docket No. ER01-1654-000, and (2) Order of the Federal Energy
Regulatory Commission in Docket No. ER01-1986-000. (Filed herewith.)
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 previously.)
Exhibit D-8 Order of the Nuclear Regulatory Commission in Docket Nos.
50-220 and 50-410. (Filed herewith.)
Exhibit D-9 Premerger Notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 on behalf of Energy East
Corporation, filed with the Federal Trade Commission and the Antitrust
Division, Department of Justice. (Filed previously.)
Exhibit E Map showing the interconnection of NMP2 with the properties
of NYSEG. (Filed previously on Form SE.)
Exhibit F-1 Preliminary opinion of Huber Lawrence & Abell. (Filed
herewith.)
Exhibit F-2 Past-tense opinion of Huber Lawrence & Abell. (To be filed
by amendment)
Exhibit I Proposed form of notice. (Filed previously.)
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(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 previously.)
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 previously.)
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 the Act.
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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: August 28, 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
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