UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
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 1. DESCRIPTION OF ACQUISITION
A. Introduction
This Application-Declaration seeks approvals relating
to the proposed acquisition of stock of an investor-owned
Pennsylvania public utility, Citizens' Electric Company
("Citizens'"), directly by a recently formed holding company,
C&T Enterprises, Inc. ("C&T"), and indirectly by Tri-County Rural
Electric Cooperative ("Tri-County"), Claverack Rural Electric
Cooperative ("Claverack"), and Wilderness Area Utilities, Inc.
("Wilderness"). Currently Tri-County and Wilderness are holding
companies exempt under Section 3(a)(1) of the Act from all
provisions of the Act except 9(a)(2). See, Tri-County Rural
Electric Cooperative, Inc., et al., H.C.A.R. No. 35-26167
(November 22, 1994). Currently, neither C&T nor Claverack are
subject to the provisions of the Act. C&T is a recently formed
holding company owned equally by Tri-County and Claverack. Upon
consummation of the proposed acquisition, C&T will be subject to
the Act as a holding company directly possessing all of the stock
of a public utility operating in the Commonwealth of
Pennsylvania. Upon consummation of the acquisition, Claverack
will be subject to the Act, as a holding company owning
indirectly (through C&T) one-half (1/2) of the stock of a
Pennsylvania operating public utility (Citizens') and owning
directly one-half (1/2) of the stock of a holding company (C&T).
Upon consummation of the acquisition, Tri-County will
continue to be an exempt holding company (under Section 3(a)(1)),
exempt from all provisions of the Act except 9(a)(2) since it
<PAGE 1> will directly own one-half (1/2) of the stock of a
holding company (C&T) and will indirectly own one-half (1/2) of
the stock of a Pennsylvania operating public utility. Upon
consummation of the transaction, Wilderness will continue to be a
holding company (under Section 3(a)(1)) exempt from all
provisions of the Act except 9(a)(2) since it will own directly
all of the stock of an operating Pennsylvania public utility,
Wellsboro Electric Company, and since it will own indirectly all
of the stock of a Pennsylvania operating public utility
(Citizens') through its current affiliation with Tri-County.
Further, following the acquisition of Citizens', C&T
will remain a subsidiary company of Tri-County and Claverack. In
addition, C&T will become a public utility holding company by
virtue of holding the common stock of Citizens'. There will be
no change in the ownership interests of Wilderness or Wellsboro
as a result of the acquisition of Citizens'. Tri-County will
continue to hold all of Wilderness' outstanding common stock, and
Wilderness will continue to hold all of the common and preferred
stock of Wellsboro.
As more fully explained in Item 3. APPLICABLE STATUTORY
PROVISIONS of the original Application/Declaration, upon
consummation of the acquisition, C&T will be an exempt holding
company pursuant to Section 3(a)(1) of the Act. It will be
exempt from all provisions of the Act except 9(a)(2). Upon
consummation of the transaction, Tri-County will continue its
exemption under Section 3(a)(1) of the Act and Claverack also
will be entitled to an exemption under Section 3(a)(1) of the Act
from all provisions of the Act except 9(a)(2). Finally,
<PAGE 2> Wilderness will also continue to be entitled to an
exemption from all provisions of the Act, except 9(a)(2),
pursuant to Section 3(a)(1) of the Act. Upon consummation of the
transaction, each of Tri-County, Claverack and C&T will be
entitled to an exemption under Section 3(a)(2) of the Act because
each company, and each material public utility holding company
subsidiary, will be predominately intra-state in character and
carry on its business substantially in Pennsylvania, the state in
which each company and every material public utility company
subsidiary are organized.
PAGE 3
<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
CLAVERACK RURAL ELECTRIC
COOPERATIVE
WILDERNESS AREA UTILITIES, INC.
/s/ Kenneth Zielonis
Kenneth Zielonis
STEVENS & LEE
208 North Third Street
Suite 310
P.O. Box 12090
Harrisburg, PA 17108-2090
Dated: December 17, 1998 Attorneys for C&T Enterprises,
Inc., Tri-County Rural Electric
Cooperative, Claverack Rural
Electric Cooperative and Wilderness
Area Utilities, Inc. <PAGE 4>
