UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 2 TO
APPLICATION/DECLARATION ON FORM U-1/A UNDER
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
C&T Enterprises, Inc.
RR 2, Box 17
Wysox, PA 18854
Tri-County Rural Electric Cooperative
22 North Main Street
Mansfield, PA 16933
Wilderness Area Utilities, Inc.
22 North Main Street
Mansfield, PA 16933
Claverack Rural Electric Cooperative
RR 2, Box 17
Wysox, PA 18854
(Name of companies filing this statement and address
of principal executive office)
(NONE)
PARENT HOLDING COMPANY
See below
(Name and address of agents for service)
COPIES OF ANY PLEADINGS AND OTHER DOCUMENTS
MAY BE SERVED UPON THE FOLLOWING
Robert Chappell, Esquire Kenneth Zielonis, Esquire
VAN de HIEL & CHAPPELL STEVENS & LEE
14 South Main Street Suite 310
P.O. Box 57 208 North Third Street
Mansfield, PA 16933 P.O. Box 12090
Harrisburg, PA 17108-2090
<PAGE>
Item 4. REGULATORY APPROVALS
Set forth below is a summary of the regulatory approval
that C&T has obtained or expects to obtain in connection with the
acquisition.
A. Antitrust
The HSR Act and the regulation and rules thereunder
provide that certain transactions may not be consummated until
certain information has been submitted to the DOJ and FTC. C&T
need not provide such information.
B. State Public Utility Regulation
Pennsylvania: Pursuant to Pennsylvania statute, the
transfer to any person or corporation of the stock, including a
transfer by sale, of any jurisdictional public utility must be
approved by the Pa PUC. The Pa PUC will approve such transfers
upon a showing that the merger will affirmatively meet the public
interest and will affirmatively promote the service, accommodation,
convenience or safety of the public in a substantial way. In
addition, the Pa PUC must examine the acquisition in light of
market power.
On September 15, 1998, the Joint Applicants filed a Joint
Application To Transfer Stock with the Pa PUC. Pursuant to Pa PUC
regulations, the Joint Application was served upon the Pennsylvania
Office of Consumer Advocate and the Pennsylvania Office of Small
Business Advocate. Further, pursuant to Pa PUC regulations, the
Joint Applicants caused official notice of the filing to be
published in a newspaper of general circulation in the geographic
area of the Joint Applicants. Finally, the Pa PUC caused notice of
the filing to be published in the Pennsylvania Bulletin on October
3,1998.
By Opinion and Order adopted December 17, 1998 and
entered December 22, 1998, the Pa PUC approved the Joint
Application to Transfer Stock. In its Order the Pa PUC found that
approval of the Joint Application was in the public interest
because it should provide numerous benefits to the Citizens'
customers. Further the Pa PUC found that approval of the stock
transfer represented a strategic option to position Citizens' for
competition in the electric industry. A certified copy of the Pa
PUC's Opinion and Order is attached as Exhibit D-2 and is
incorporated by reference herein.<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this application and declaration to be signed on its behalf
by the undersigned.
C&T Enterprises, Inc.
Tri-County Rural Electric Cooperative,Inc.
Claverack Rural Electric Cooperative, Inc.
Wilderness Area Utilities, Inc.
/s/ Kenneth Zielonis
Kenneth Zielonis, Esq.
STEVENS & LEE
208 North Third Street, Ste. 310
P.O. Box 12090
Harrisburg, PA 17108-2090
Dated: December 23,1998 Attorneys for Joint Applicants
<PAGE>
EXHIBIT D-2
PENNSYLVANIA PUBLIC UTILITY COMMISSION
OPINION AND ORDER ENTERED DECEMBER 22, 1998
(A certified copy required by SEC
regulations to be filed in paper format)
<PAGE>
EXHIBIT F-1
OPINION OF COUNSEL
<PAGE>
September 15, 1998
United States Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Application/Declaration of Form U-1 under the Public
Utility Holding Company Act of 1935 of C&T Enterprises,
Inc., Tri-County Rural Electric Cooperative, Inc.,
Claverack Rural Electric Cooperative, Inc. and Wilderness
Area Utilities, Inc., File No. 70-9361
Dear Sirs:
Pursuant to the United States Securities and Exchange
Commission rules and regulations, undersigned counsel for C&T
Enterprises, Inc., Tri-County Rural Electric Cooperative, Inc.,
Claverack Rural Electric Cooperative, Inc. and Wilderness Area
Utilities, Inc., (hereinafter "Joint Applicants"), provides an
opinion of counsel as follows. Our opinion contained herein
assumes consummation of the proposed transaction involving the
purchase of the stock of the Citizens' Electric Company by a newly
formed holding company, C&T Enterprises, Inc. C&T Enterprises,
Inc. is owned, in equal shares, by Tri-County Rural Electric
Cooperative, Inc. and Claverack Rural Electric Cooperative, Inc.
Citizens' Electric Company is an operating Pennsylvania public
utility company rendering electric service to the public solely
within the Commonwealth of Pennsylvania subject to this
jurisdiction of the Pennsylvania Public Utility Commission,
(hereinafter "PaPUC").
The Pennsylvania Public Utility Code and the regulation
promulgated thereto by the PaPUC require the filing of an
Application to Transfer the capital stock of Citizens' Electric
Company. A Joint Application to transfer capital stock was filed
by the above identified Joint Applicants on September 15, 1998.
This is the sole requirement of the Pennsylvania Public Utility
Code. At its Public Meeting held December 17, 1998, the PaPUC
approved the Joint Application and authorized the transfer of
Citizens' Electric Company capital stock to the Joint Applicants.
United States Securities and Exchange Commission
September 15, 1998
Page 2
Further, the Joint Applicants have complied with all corporate
governance requirements of the Commonwealth of Pennsylvania. To
our knowledge, each of the Joint Applicants have filed the
necessary corporate papers with the Secretary of the Commonwealth
and have received the appropriate certification to operate in
Pennsylvania.
Citizens' Electric Company, as the issuer of the stock to be
sold, is validly organized pursuant to the laws of the Commonwealth
of Pennsylvania and is duly existing in the Commonwealth of
Pennsylvania. The capital stock of Citizens' Electric Company has
been validly issued, fully paid and is nonassessable and the
holders of said stock are and will be entitled to the rights and
privileges appertaining thereto set forth in the Charter document
of Citizens' Electric Company or other documents of Citizens'
Electric Company defining such rights and privileges.
The Joint Applicants will legally acquire the capital stock
pursuant to the Pennsylvania Public Utility Code and all other
applicable Pennsylvania statutes. The consummation of the stock
purchase will not violate the legal rights of the holders of any
securities issued by the Joint Applicants or any associate company
thereof.
As used in this opinion, the expression "to our knowledge" and
similar expressions with reference to matters of fact mean that,
after our review of the Joint Applicant's PaPUC documents and other
corporate documents, we have no reason to believe that the opinions
expressed herein are factually incorrect. Such expressions also
include matters within our actual knowledge. We have, however,
made no independent factual investigation for purpose of rendering
opinions expressed herein, other than as set forth above.
<PAGE>
United States Securities and Exchange Commission
September 15, 1998
Page 3
Our opinions set forth herein are given as of the date hereof
and are based upon and rely upon the current state of the law and,
in all aspects, are subject to and may be limited by future
legislation as well as by developing case law.
We assume no obligation to update or supplement our opinions
set forth herein to reflect any facts or circumstances that may
hereafter come to our attention or any changes in laws that may
hereafter occur. The opinions expressed herein relate solely to
the laws of the Commonwealth of Pennsylvania and of the United
States of America, and no opinion is expressed with respect to the
laws of any other jurisdiction.
The opinions set forth herein are solely for your benefit in
connection with the transaction described above and are not to be
used, circulated, or referred to by you for any other purpose or by
any other party, without our prior written consent.
Sincerely,
STEVENS & LEE
/s/ Stevens & Lee
