SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-1/A
AMENDMENT NO. 7
TO
FORM U-1
APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Energy East Corporation
(formerly known as NGE Resources, Inc.)
P.O. Box 12904
Albany, New York 12212-2904
(Name of company or companies filing this statement and
address of principal executive offices)
Daniel W. Farley
c/o Energy East Corporation
P.O. Box 12904
Albany, New York 12212-2904
Telephone: (518) 434-3049
(Names and addresses of agents for service)
Copies to:
Leonard Blum, Esq.
Huber Lawrence & Abell
605 Third Avenue
New York, New York 10158
Telephone: (212)682-6200
Joanne Rutkowski, Esq.
LeBouef, Lamb, Greene & MacRae, L.L.P.
1875 Connecticut Avenue, N.W.
Washington, D.C. 20009
Telephone: (202) 986-8000
<PAGE>
This Amendment No. 7 on Form U-1/A to the Form U-1 of Energy
East Corporation (formerly known as NGE Resources, Inc.) is being
filed for the purpose of amending Item 6 by adding the exhibits
listed below.
Item 6. Exhibits and Financial Statements.
The following exhibits are being filed with this Amendment
No. 7:
NO. DESCRIPTION METHOD OF FILING
D-8 Order of NRC approving Filed herewith.
application regarding
restructuring of New York State
Electric & Gas Corporation by
establishment of a holding company
affecting license No. NPF-69, Nine
Mile Point Nuclear Station, Unit
No. 2.
F-2 Past tense opinion of counsel. Filed herewith.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 7 to be signed on its behalf by the undersigned
thereunto duly authorized.
Energy East Corporation
Date: July 31, 1998 By Kenneth M. Jasinski
Kenneth M. Jasinski
Senior Vice President
and General Counsel
EXHIBIT D-8
UNITED STATES OF AMERICA
NUCLEAR REGULATORY COMMISSION
In the Matter of )
)
NEW YORK STATE ELECTRIC & GAS ) Docket No. 50-41D
CORPORATION )
)
(Nine Mile Point Nuclear Station )
Unit No. 2)
ORDER APPROVING APPLICATION REGARDING RESTRUCTURING OF
NEW YORK STATE ELECTRIC & GAS CORPORATION BY
ESTABLISHMENT OF A HOLDING COMPANY AFFECTING LICENSE
NO. NPF-69, NINE MILE POINT NUCLEAR STATION, UNIT NO. 2
I.
New York State Electric & Gas Corporation (NYSEG) is
licensed by the U.S. Nuclear Regulatory Commission (NRC or
Commission) to own and possess an 18-percent interest in Nine
Mile Point Nuclear Station, Unit 2 (NMP2), under Facility
Operating License No. NPF-69, issued by the Commission on July 2,
1987. In addition to NYSEG, the other owners who may possess,
but not operate, NMP2 are Long Island Lighting Company with an
18-percent interest, Rochester Gas and Electric Corporation with
a 14-percent interest, and Central Hudson Gas & Electric
Corporation with a 9-percent interest. Niagara Mohawk Power
Corporation (NMPC) owns a 41-percent interest in NMP2, is
authorized to act as agent for the other owners, and has
exclusive responsibility and control over the operation and
maintenance of NMP2. NMP2 is located in the town of Scriba,
Oswego County, New York.
<PAGE>
II.
Under cover of a letter dated September 18, 1997, from its
counsel, NYSEG submitted an application for consent by the
Commission, pursuant to 10 CFR 50.80, regarding a proposed
corporate restructuring action that would result in the indirect
transfer of the operating license for NMP2 to the extent it is
held by NYSEG. As a result of the proposed restructuring, NYSEG
would establish a new holding company and become a wholly owned
subsidiary of the new holding company, not yet named, to be
created as a New York State corporation in accordance with an
executed "Agreement Concerning the Competitive Rate and
Restructuring Plan of New York State Electric & Gas Corporation"
(Settlement Agreement) forwarded as enclosures to supplemental
letters to the application dated October 20 and 27, 1997. Under
cover of a letter dated January 6, 1998, counsel for NYSEG
forwarded copies of an order by the Federal Energy Regulatory
Commission authorizing the corporate restructuring, subject to
certain specified conditions, and finding that the proposed
restructuring will not adversely affect competition or have an
anticompetitive effect. Similarly, under cover of a letter dated
February 9, 1998, counsel for NYSEG forwarded copies of the
order, which was issued and effective January 27, 1998, by the
State of New York Public Service Commission (NYPSC), adopting the
terms of the Settlement Agreement, subject to certain
modifications and conditions generally involving retail rate
matters, and clarifying that NYSEG will have a reasonable
opportunity to recover all prudently incurred NMP2 costs, subject
to the duty of the NYPSC to set just and reasonable rates.
According to the application, the outstanding shares of
NYSEG's common stock (other than shares for which appraisal
rights are properly exercised) would be exchanged on a share-for-
share basis for common stock of the holding company, such that
<PAGE>
the holding company will own all of the outstanding common stock
of NYSEG. Under this restructuring, NYSEG would divest its
interest in coal-fired power plants but would continue to be an
"electric utility" as defined in 10 CFR 50.2 engaged in the
transmission, distribution and, in the case of NMP2 and
hydroelectric facilities, the generation of electricity. NYSEG
would continue to be a licensee of NMP2, and no direct transfer
of the operating license or interests in the station would result
from the proposed restructuring. The transaction would not
involve any change to either the management organization or
technical personnel of NMPC, which has exclusive responsibility
under the operating license for operating and maintaining NMP2
and which is not involved in the proposed restructuring.
Notice of this application for approval was published in the
FEDERAL REGISTER on December 5, 1997 (62 FR 64407), and an
Environmental Assessment and Finding of No Significant Impact was
published in the FEDERAL REGISTER on January 16, 1998 (63 FR
2701).
Under 10 CFR 50.80, no license shall be transferred,
directly or indirectly, through transfer of control of the
license, unless the Commission shall give its consent in writing.
Upon review of the information submitted in the application of
September 18, 1997, as supplemented by submittals dated October
20 and 27, 1997, and January 6 and February 9, 1998, the NRC
staff has determined that the restructuring of NYSEG by
establishment of a holding company will not affect the
qualifications of NYSEG as a holder of the license, and that the
transfer of control of the license for NMP2, to the extent
effected by the restructuring, is otherwise consistent with
applicable provisions of law, regulations, and orders issued by
the Commission, subject to the conditions set forth herein.
These finding are supported by a safety evaluation dated March
19, 1998.
<PAGE>
III.
Accordingly, pursuant to Sections 161b, 161l,161o, and 184
of the Atomic Energy Act of 1954, as amended, 42 USC para.
2201(b), 2201(i), 2201(o), and 2234, and 10 CFR 50.80, IT IS
HEREBY ORDERED that the Commission approves the application
regarding the proposed restructuring of NYSEG by the
establishment of a holding company, subject to the following: (1)
NYSEG shall inform the Director of the Office of Nuclear Reactor
Regulation, 60 days prior to a transfer (excluding grants of
security interests or liens) during any twelve month period from
NYSEG to the holding company, or any direct or indirect
subsidiary of the holding company, of facilities for the
production, transmission, or distribution of electric energy
(other than the transfer of NYSEG's seven coal-fired power
plants) having a depreciated book value exceeding 10 percent
(10%) of NYSEG's consolidated net utility plant, as recorded on
NYSEG's books of account, and (2) should the restructuring of
NYSEG not be completed by March 19, 1999, this Order shall become
null and void, provided, however, on application and for good
cause shown, such date may be extended.
This Order is effective upon issuance.
IV.
By April 29, 1998, any person adversely affected by this
Order may file a request for a hearing with respect to issuance
of the Order. Any person requesting a hearing shall set forth
with particularity how that interest is adversely affected by
this Order and shall address the criteria set forth in 10 CFR
2.714(d).
If a hearing is to be held, the Commission will issue an
order designating the time and place of the hearing.
The issue to be considered at any such hearing shall be
whether this Order should be sustained.
Any request for a hearing must be filed with the Secretary
of the Commission, U.S. Nuclear Regulatory Commission,
<PAGE>
Washington, DC 20555-0001, Attention: Rulemakings and
Adjudications Staff, or may be delivered to 11555 Rockville Pike,
Rockville, Maryland, between 7:45 a.m. and 4:15 p.m. Federal
workdays, by the above date. Copies should be also sent to the
Office of the General Counsel, and to the Director, Office of
Nuclear Reactor Regulation, U.S. Nuclear Regulatory Commission,
Washington, DC 20555, and to Mr. Sherwood J. Rafferty, Senior
Vice President and Chief Financial Officer, New York State
Electric & Gas Corporation, P.O. Box 3287, Ithaca, NY 14852.
For further details with respect to this Order, see the
application for approval dated September 18, 1997, as
supplemented by letters dated October 20 and 27, 1997, and
January 6 and February 9, 1998, which are available for public
inspection at the Commission's Public Document Room, the Golman
Building, 2120 L Street, NW., Washington, DC, and at the local
public document room located at the Reference and Documents
Department, Penfield Library, State University of New York,
Oswego, New York 13126.
FOR THE NUCLEAR REGULATORY COMMISSION
Samuel J. Collins, Director
Samuel J. Collins, Director
Officer of Nuclear Reactor Regulation
Dated at Rockville, Maryland,
this 19th day of March 1998.
EXHIBIT F-2
July 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Energy East Corporation (the
"Company"), which was a wholly-owned subsidiary of New York State
Electric & Gas Corporation ("NYSEG"), in connection with the
Company's Application on Form U-1, as amended (the
"Application"), filed with the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act
of 1935, as amended (the "Act").
As counsel to the Company, we are generally familiar with
its corporate proceedings and have examined such documents as we
have deemed relevant and necessary as a basis for the opinion
hereinafter set forth. In addition, we have made such other and
further investigations as we have deemed relevant and necessary
as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based on the foregoing and upon such further examination of
corporate records and documents and matters of law as we have
considered necessary or desirable for the purposes of this
opinion, it is our opinion that:
(a) the transactions contemplated in the Application have
been consummated in accordance with the Application;
(b) the Company is validly organized and duly existing under
the laws of the State of New York;
<PAGE>
(c) (i) all laws of the State of New York applicable to the
transactions contemplated in the Application have been
complied with; (ii) the Company's Common Stock is legally
issued, fully paid and non-assessable, and the holders
thereof are entitled to the rights appertaining thereto set
forth in the Company's Certificate of Incorporation, as
amended from time to time; (iii) the Company has legally
acquired NGE Generation's and NYSEG's Common Stock; and (iv)
the consummation of the transactions proposed in the
Application does not violate the legal rights of the holders
of any securities issued by the Company, NYSEG or any
associate company thereof.
The opinion expressed herein is limited to the laws of the
State of New York and to applicable United States federal law and
we express no opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit
F-2 to the Application.
Very truly yours,
Huber Lawrence & Abell
