File No. 70-9641
(As filed October 17, 2000)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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
<PAGE>
AMENDMENT NO. 4 TO
APPLICATION/DECLARATION UNDER
SECTIONS 9, 10, AND 11 OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
This pre-effective Amendment No. 4 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
The description of EnergyNorth Propane, Inc. ("ENPI") contained in Item
1.B.1.c.ii is hereby amended by deleting the last two sentences of the paragraph
describing ENPI.
Item 3. Applicable Statutory Provisions
The paragraph entitled "International Gas Related Activities" in Item
3.A.4.b.iii is hereby amended by deleting the last sentence of the second
paragraph and replacing it with the following sentence:
"At the time that KeySpan registers as a holding company, it
will hold a 50% or smaller equity interest in each of the international
companies listed below (except for its investments in GMF, GMSP and GMSL (as
defined below) in which it will hold a 100% equity interest) and such
international investments will total approximately $345 million.1"
Item 6. Exhibits and Financial Statements
1. The description of KeySpan Midstream in Exhibit E-5 is amended as
follows:
"KeySpan Midstream, a Delaware limited liability company and
wholly-owned subsidiary of KEDC, indirectly holds, through several
wholly-owned subsidiaries, 100% of each of (i) GMS Facilities
Limited ("GMF"), (ii) Gulf Midstream Services Limited ("GMSL"),
(iii) Gulf Midstream Services Partnership ("GMSP") (collectively,
the
-------------------------
1 On or about October 15, 2000, KeySpan Midstream acquired the remaining
interests in each of GMF, GMSP and GMSL so that each of those entities are now
indirectly, wholly owned subsidiaries of KeySpan Midstream, instead of partially
owned subsidiaries.
<PAGE>
"Canadian Companies") and (iv) KeySpan Energy Canada, Ltd.
("KeySpan Canada").2
2. Exhibit F-1 (Opinion of Counsel) is attached hereto.
-------------------------
2 GMF, GMSL and GMSP will be renamed so that their names will incorporate the
use of the term KeySpan. A chain of intermediary companies has been established
for the purpose of holding interests in the Canadian Companies and KeySpan
Canada. KeySpan Midstream and KEDC together own 100% of KeySpan CI Midstream
Ltd., a Cayman Island corporation, which in turn is the sole shareholder of
KeySpan Luxembourg S.A.R.L. ("KS Luxembourg"). KS Luxembourg, a Luxembourg
limited liability company, and its wholly-owned subsidiary, Nicodama Beheer
V.B.V. (a Netherlands company), hold all of the issued and outstanding shares of
KeySpan Energy Development Co. (Nova Scotia) ("KeySpan Nova Scotia"). KS
Luxembourg also owns 100% of KS Midstream Finance Co. (Nova Scotia) which has
extended credit to KeySpan Nova Scotia. KeySpan Nova Scotia directly owns an
approximate 50% interest in each of the Canadian Companies, 100% of KeySpan
Canada, and a 76% interest in the Paddle River gas processing plant located in
western Canada.
2
<PAGE>
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
Senior Vice President and General
Counsel
ACJ ACQUISITION LLC
/s/
--------------------------
Steven Zelkowitz
Manager
3
