File No. 70-9641
(As filed July 17, 2000)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 ON FORM U-1/A
APPLICATION/DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
KeySpan Corporation
ACJ Acquisition LLC
One Metrotech Center
Brooklyn, New York 11201
________________________________________________________
Name of companies filing this statement and addresses of
principal executive offices)
None
_________________________________________________________________
(Name of top registered holding company parent of each applicant)
Steven L. Zelkowitz
Senior Vice President and General Counsel
KeySpan Corporation
One MetroTech Center
Brooklyn, New York 11201
________________________________________________________
(Name and address of agent for service)
The Commission is also requested to send
copies of any communications in connection with
this matter to:
Kenneth M. Simon, Esq. L. William Law, Jr., Esq.
Laura V. Szabo, Esq. Senior Vice President and General Counsel
Dickstein Shapiro Morin Eastern Enterprises
& Oshinsky LLP 9 Riverside Road
2101 L Street, NW Weston, Massachusetts 02493
Washington, D.C. 20037
Andrew F. MacDonald, Esq.
Thelen Reid & Priest LLP
701 Pennsylvania Avenue, NW
Suite 800
Washington, D.C. 20004
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AMENDMENT NO. 2 TO
APPLICATION/DECLARATION UNDER
SECTIONS 9, 10, AND 11 OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
This pre-effective Amendment No. 2 amends the Form U-1
Application/Declaration previously filed in this proceeding with the Securities
and Exchange Commission in the following respects:
Item 1. Description of Proposed Transaction
1. Section B.1.c.ii. "EnergyNorth's Non-Utility Subsidiaries" is amended by
deleting it in its entirety and replacing it with the following:
"ii. EnergyNorth's Non-Utility Subsidiaries
EnergyNorth's principal non-utility subsidiaries are as follows:
EnergyNorth Propane, Inc. ("ENPI"). ENPI sells propane to approximately
15,300 customers in more than 150 communities located primarily within a 50-mile
radius of Concord, New Hampshire. Propane distribution does not require a
regulatory franchise in New Hampshire. ENPI operates from separate headquarters
and plant facilities that it owns in Concord, New Hampshire and has distribution
centers in Bedford and Gilford, New Hampshire. Propane is transported in bulk
supply by trucks to and from ENPI's distribution centers. ENPI owns a 49%
interest in VGS Propane, LLC (VGSP), a joint venture with Northern New England
Gas Corporation, which owns the other 51%. VGSP is a Vermont limited liability
company which provides propane service to approximately 10,000 customers in the
state of Vermont. In August 1999, ENGI exercised an option to offer to sell its
interest in VGSP to Northern New England Gas Corporation. This transaction is
expected to close in the late summer of 2000.
ENI Mechanicals, Inc. ("ENM"). ENM owns all of the outstanding stock of
Northern Peabody, Inc. ("NPI") and Granite State Plumbing and Heating, Inc.
("GSPH"). NPI and GSPH are mechanical contractors engaged in the design,
construction and service of plumbing, heating, ventilation, air conditioning and
process piping systems. They serve commercial, industrial and institutional
customers in northern and central New England. NPI and GSPH operate from
separate headquarters and facilities located in Manchester, New Hampshire and
Goffstown, New Hampshire, respectively.
EnergyNorth Realty, Inc. ("ENR"). ENR is engaged primarily in owning and
leasing land and a building located at 1260 Elm Street in Manchester, New
Hampshire,
<PAGE>
where EnergyNorth and all of its subsidiaries, except ENPI and ENM, maintain
corporate offices.
Broken Bridge Corp. ("Broken Bridge"). Broken Bridge owns undeveloped land
located in Concord, New Hampshire.
Together, at September 30,1999, EnergyNorth's non-utility subsidiaries and
investments constituted approximately 4.8% of the consolidated assets of
EnergyNorth and its subsidiaries, and 35% of consolidated gross revenues.
Attached as Exhibit E-11 hereto are copies of the balance sheet and income
statements of ENPI and ENM which are nonutility subsidiaries in which
EnergyNorth owns a direct or indirect interest of 50% or more and which had
total revenues of at least $10 million for the fiscal year ended September 30,
1999. The table attached as Exhibit E-10 hereto shows the percentage of
EnergyNorth's consolidated revenues (for the period ended September 30, 1999)
contributed by each non-utility subsidiary."
Item 3. Applicable Statutory Provisions
The sixty-seventh paragraph of section A.4.b.iii(1)1 captioned "Companies
to be Sold" is hereby amended by deleting it in its entirety. The next paragraph
of section A.4.b.iii(1) entitled "Inactive Companies" is hereby amended by
deleting it in its entirety and replacing it with the following:
"Inactive Companies. KeySpan owns interests in the following companies
which are inactive:
o GEI Timna
o Island Energy Services Company
o GEI Development Corp.
o KeySpan Operating Services LLC "
Exhibit E-5 - KeySpan's Non-Utility Subsidiaries
Exhibit E-5 is hereby amended by deleting Section 3 of Exhibit E-5,
entitled "KeySpan Operating Services, LLC ("KOS")," in its entirety and
replacing it with the following:
_____________________
1 For purposes of calculating the paragraph number, the bullet point items were
counted as separate paragraphs.
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"3. KeySpan Operating Services, LLC ("KOS")
KOS, a New York limited liability company and wholly-owned subsidiary of
KeySpan, is an inactive company which holds no assets. In June of 2000, KOS sold
its only asset, which was a 51% interest in KeySpan Energy Construction, LLC.
("KeySpan Construction") to an unaffiliated entity. KOS will be dissolved as
soon as practicable."
Exhibit E-2 - Updated Pre-Transaction Organizational Chart of KeySpan and
Subsidiaries
Exhibit E-2 is hereby amended by deleting the reference to KeySpan Energy
Construction, LLC as a subsidiary of KeySpan Operating Services, LLC.
Exhibit E-10 - Table Demonstrating the percentage contributed to Eastern's
consolidated revenues for the year ended December 31, 1999 by Eastern's
Non-Utility Subsidiaries.
Exhibit E-10 is deleted in its entirety and replaced by a new Exhibit E-10
which is being filed with the Commission, on a confidential basis, in paper
format on Form SE.
Exhibit E-13 List of KeySpan's Direct and Indirect Subsidiaries.
Exhibit E-13 is hereby amended by deleting the reference to KeySpan Energy
Construction, LLC.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be singed on its
behalf by the undersigned officer thereunto duly authorized.
KEYSPAN CORPORATION
/s/ Steven Zelkowitz
__________________________
Steven Zelkowitz
Senior Vice President and General
Counsel
ACJ ACQUISITION LLC
/s/ Steven Zelkowitz
__________________________
Steven Zelkowitz
Manager
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