File No. 70-9875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 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, amended and
restated on August 28, 2001, and amended on October 29, 2001, is hereby amended
to provide an updated analysis under Rules 53 and 54.
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ITEM 3. APPLICABLE STATUTORY PROVISIONS
This filing also is subject to Rules 53 and 54.(1) 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 0.2 percent of Energy East's "consolidated retained earnings" at
June 30, 2001 (approximately $1,006 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
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.
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1 17 C.F.R. Sec. 250.53 and 250.54 (2000).
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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.
ENERGY EAST CORPORATION
Dated: October 31, 2001
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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