UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-3A-2
Statement by Holding Company Claiming Exemption under Rule U-3A-2 from the
Provisions of the Public Utility Holding Company Act of 1935
CP&L ENERGY, INC.
hereby files with the Securities and Exchange Commission (SEC), pursuant to Rule
2, its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:
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1. Name, State of organization, location and nature of business of Claimant
and every subsidiary thereof, other than any exempt wholesale generator
(EWG).
(a) The Claimant
CP&L Energy, Inc. (CP&L Energy or Claimant) has acquired all of the
outstanding shares of Carolina Power & Light Company (CP&L) in a share
exchange that occurred June 19, 2000, following SEC approval of the
acquisition and share exchange (Share Exchange) establishing a holding
company reorganization in an order dated June 15, 2000 (Release No.
35-27188; 70-9559). The shareholders of CP&L received shares in CP&L
Energy on a one-for-one exchange basis.
CP&L is a full service energy provider formed under the laws of North
Carolina in 1926, and is an electric utility company and an exempt
holding company as defined by the Public Utility Holding Company Act of
1935 (see File No. 69-477). CP&L is primarily engaged in the
generation, transmission, distribution and sale of electricity in
portions of North and South Carolina. CP&L's service territory covers
approximately 33,667 square miles, including a substantial portion of
the coastal plain of North Carolina extending to the Atlantic coast
between the Pamlico River and the South Carolina border, the lower
Piedmont section of North Carolina, an area in northeastern South
Carolina and an area in western North Carolina in and around the City
of Asheville. The estimated total population of the territory served is
approximately 4.2 million. At 12/31/99, CP&L was providing electric
services, retail and wholesale, to approximately 1.2 million customers.
The principal executive offices of CP&L Energy and CP&L are located at
411 Fayetteville Street, Raleigh, North Carolina 27602.
(b) Other Utility Subsidiaries (as of June 30, 2000)-
On July 15, 1999, CP&L completed the acquisition of North Carolina
Natural Gas Corporation (NCNG) in a stock-for-stock transaction.
NCNG is a public utility corporation formed under the laws of Delaware
and headquartered in North Carolina. NCNG is a gas utility company as
defined by the Public Utility Holding Company Act of 1935 and is
primarily engaged in the transmission and distribution of natural gas
through approximately 1,128 miles of transmission pipeline and
approximately 2,865 miles of distribution mains. NCNG provides natural
gas, propane and related services to approximately 178,000 customers in
110 cities and towns and four municipal gas distribution systems in
eastern and south central North Carolina. The estimated total
population of the territory served is 2.6 million.
On April 12, 2000, CP&L, in conjunction with APEC, organized Eastern
North Carolina Natural Gas, LLC (Eastern NCNG), a North Carolina
limited liability company, for the purpose of extending natural gas
services to communities in several counties in eastern North Carolina
that do not have natural gas services. CP&L and APEC will be joint
owners of Eastern NCNG. The North Carolina Public Utilities Commission
has granted a certificate of public convenience and necessity to
Eastern NCNG and has awarded to Eastern NCNG the exclusive franchises
to provide natural gas service to 14 counties. Eastern NCNG has applied
for bond funds to finance construction of pipelines and related
facilities. It does not currently provide natural gas services.
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(c) Non-Utility Subsidiaries - 100% owned by Claimant or subsidiary thereof
as of June 30, 2000
Cape Fear Energy Corporation - Organized to purchase natural gas for
resale to large industrial users and the municipalities served by NCNG
as well as provide energy management services on a contract basis.
Headquartered and incorporated in North Carolina.
Capitan Corporation - Organized to hold title to certain land and water
rights. Headquartered and incorporated in Tennessee.
CaroFinancial, Inc. - Organized to hold certain investments.
Headquartered and incorporated in Delaware.
CaroFund, Inc.- Organized to participate in affordable housing
projects. CaroFund, Inc. owns 1% of CaroHome, LLC and other certain
affordable housing entities in which CaroHome is invested.
Headquartered and incorporated in North Carolina.
CaroHome, LLC - Organized to further the Company's investments in
affordable housing for low-income individuals. Headquartered and
organized in North Carolina.
i) Less than 100% owned but 10% or greater owned by
CaroHome, LLC - All subsidiaries of CaroHome
represent affordable housing projects. Each project
is headquartered and organized in the same state as
designated below. Asterisk denotes projects in which
CaroFund, Inc. holds an interest.
Anaheim Affordable LP - Organized in California.
ARV Troy Villas, LP - Organized in Ohio.
Bradford Place of Fuquay-Varina LP - Organized in
North Carolina.
Siler City - Cateland Place LLC - Organized in North
Carolina.
Cedar Tree Properties, LP - Organized in Washington.
Lumberton-Chestnut Place LLC - Organized in North
Carolina.
*Dillon Apts. of SC LP - Organized in South Carolina.
*Enston Homes LP - Organized in South Carolina.
*Excelsior Apartments LP - Organized in North
Carolina.
First Partners II, LP - Organized in Massachusetts.
Garden Spring Housing Associates LLC - Organized in
North Carolina.
The Garner School Apartments LLC - Organized in North
Carolina.
Wilmington-Hooper School Apts. LLC - Organized in
North Carolina.
Mountainside LLC - Organized in North Carolina.
Meadow Spring Housing Assoc. LLC - Organized in North
Carolina.
*Hartsville Apts. LP - Organized in South Carolina.
*Manor Associates LP - Organized in North Carolina.
Asheboro-North Forest LLC - Organized in North
Carolina.
Northgate II LLC - Organized in North Carolina.
Knightdale Development Assoc. LLC - Organized in
North Carolina.
Knightdale Apts. LLC - Organized in North Carolina
Parkview Housing Associates LP - Organized in North
Carolina.
Prairie LLC - Organized in North Carolina.
Ridgewood Housing Assoc. LLC - Organized in North
Carolina.
Arden-River Glen LLC - Organized in North Carolina.
Rockwood North LLC - Organized in North Carolina.
*Rockwood AH-1 LP - Organized in North Carolina.
*Marion Apts. LP - Organized in South Carolina.
Spring Forest Housing Assoc. LLC - Organized in North
Carolina.
*Bishopville Apts. LP - Organized in South Carolina.
Trinity Ridge LLC - Organized in North Carolina.
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Havelock-Tyler Place Apts. LLC - Organized in North
Carolina.
West Cary Apts. LLC - Organized in North Carolina.
Westridge Woods LLC - Organized in North Carolina.
Affordable Housing Developers, LLC - Organized in
North Carolina
Savannah Place Apartments, LLC - Organized in North
Carolina
Willow Run, LLC - Organized in North Carolina
Wilrik Hotel Apts. LLC - Organized in North Carolina.
Wind Ridge, LLC - Organized in North Carolina
*Asheville-Woodridge LP - Organized in North Carolina
CPL Energy Ventures, Inc. -- Organized in North Carolina to hold
certain investments in synthetic fuels operations and other
non-regulated energy businesses, including exempt wholesale generators.
CPL Synfuels, LLC - Wholly-owned by CPL Energy Ventures, Inc.;
organized in North Carolina to hold membership interests in certain
synthetic fuel investments.
Caronet, Inc. (Caronet) - Organized in North Carolina and Virginia to
hold and operate certain fiber optic telecommunications assets and to
hold certain related investments (formerly known as Interpath
Communications, Inc.)
i) Less than 100% owned but 10% or greater owned by
Caronet.
CFN FiberNet, LLC - Organized to market wholesale
capacity to network carriers for its five
members in Virginia, North Carolina, and
South Carolina. Headquartered and organized
in North Carolina. (Membership interest
owned by Caronet.)
BellSouth Carolinas PCS, LP - Organized to provide
high-quality mobile communications to
subscribers in North and South Carolina and
a small portion of Georgia, pursuant to a
license issued by the Federal Communications
Commission. Headquartered in Georgia and
organized in Delaware. (Limited partnership
interest owned by Caronet.)
Interpath Communications, Inc. (Interpath) -
Organized as a Delaware corporation and
headquartered in North Carolina, Interpath
is an application service provider offering
a full range of managed application
services, Internet-protocol based
applications and Internet consulting to
businesses. Pursuant to a transaction with
Bain Capital effective June 23, 2000,
Caronet owns 35% of the voting common stock
in Interpath, and Bain Capital owns 65%.
(i) Less than 100% owned but 10% or greater
owned by Interpath
Autonomous Networks, LLC - Organized as
a national Internet-protocol
network with points of presence in
four major cities of the United
States. A full mesh ATM network
implemented on leased circuits
connects the points of presence.
Headquartered and organized in
Delaware. (Membership interest
owned by Interpath.)
NCNG Pine Needle Investment Corporation - Organized to participate in
the Pine Needle liquefied natural gas project in North Carolina.
Headquartered and incorporated in North Carolina.
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NCNG Cardinal Pipeline Investment Corporation - Organized to
participate in the acquisition of an existing pipeline and the
extension of such pipeline in North Carolina. Headquartered and
incorporated in North Carolina.
NCNG Energy Corporation - Organized to participate in energy-related
investments and sales to natural gas resellers. Headquartered and
incorporated in North Carolina.
Strategic Resource Solutions Corp. - Organized to specialize in
facilities and energy management software systems and other services
for educational, commercial, industrial and governmental markets
nationwide. Headquartered and incorporated in North Carolina.
i) 100% owned by Strategic Resource Solutions Corp.
SRS Engineering Corp. - Organized as a holding
company of a corporate professional
engineering license and to provide
engineering services. Headquartered and
incorporated in North Carolina.
Applied Computer Technologies Corp. - Organized to
develop and sell energy and facilities
software systems primarily for educational
institutions. Headquartered and incorporated
in Delaware.
ACT Controls, Inc. - Organized to develop and install
energy and facilities management systems
primarily for educational institutions.
Headquartered and incorporated in North
Carolina.
Spectrum Controls, Inc. - Organized to develop,
install and service energy and facilities
management systems for educational
institutions as well as commercial and
industrial customers. Headquartered and
incorporated in North Carolina.
(d) Non-utility Subsidiaries - less than 100% owned but 10% or greater
owned as of June 30, 2000
Better Homes for Garner LP - Organized to participate in affordable
housing projects. Headquartered and organized in North Carolina.
Capital City Low Income Housing LP - Organized to participate in
affordable housing projects. Headquartered and organized in North
Carolina.
Absolut LP - Organized to participate in affordable housing projects.
Headquartered and organized in North Carolina.
Walnut Street, LP - Organized to participate in affordable housing
projects. Headquartered and organized in North Carolina.
WNC Institutional Tax Credit Fund, LP- Organized to participate in
affordable housing projects. Headquartered and organized in California.
Columbus County, LLC - Organized to build and to sell or lease an
industrial building in New Hanover County. Headquartered and organized
in North Carolina.
Powerhouse Square, LLC - Organized to facilitate the renovation of
several historic buildings in North Carolina. Headquartered and
organized in North Carolina.
Utility Competitive Advantage Fund, LLC - Organized to seek long-term
capital appreciation by making venture capital investments in
entrepreneurial ventures. Headquartered and organized in Delaware.
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Utech Climate Challenge Fund, LP - Organized to make investments in
entrepreneurial companies that offer products and services that will
generate greenhouse emission reductions.
2. A brief description of the properties of the Claimant's subsidiary
public utility companies.
(a) Carolina Power & Light Company
At December 31, 1999, CP&L had a total system installed generating
capability (including North Carolina Eastern Municipal Power Agency's
(Power Agency) share) of 10,128 megawatts (MW), with generating
capacity provided primarily from the installed generating facilities
listed in the following table. The remainder of CP&L's generating
capacity is composed of 53 coal, hydro and combustion turbine units
ranging in size from a 2.5 MW hydro unit to a 78 MW coal-fired unit.
Pursuant to certain agreements with CP&L, Power Agency has acquired
undivided ownership interests of 18.33% in Brunswick Unit Nos. 1 and
2, 12.94% in Roxboro Unit No. 4 and 16.17% in Harris Unit No. 1 and
Mayo Unit No. 1. Of the total system installed generating capability
of 10,128 MW, 53% is coal, 31% is nuclear, 2% is hydro and 14% is
fired by other fuels including No. 2 oil, natural gas and propane.
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<PAGE>
MAJOR INSTALLED GENERATING FACILITIES
-------------------------------------
AT DECEMBER 31, 1999
--------------------
<TABLE>
<CAPTION>
Year Maximum
Commercial Primary Dependable
Plant Location Unit No. Operation Fuel Capacity
-------------- -------- --------- -------- --------
<S> <C> <C> <C> <C>
Asheville 1 1964 Coal 198 MW
(Skyland, N.C.) 2 1971 Coal 194 MW
3 1999 Gas/Oil 165 MW
Cape Fear 5 1956 Coal 143MW
(Moncure, N.C.) 6 1958 Coal 173MW
Darlington County Plant 12 1997 Gas/Oil 120MW
(Hartsville, S.C.) 13 1997 Gas/Oil 120MW
H.F. Lee 1 1952 Coal 79MW
(Goldsboro, N.C.) 2 1951 Coal 76MW
3 1962 Coal 252MW
H.B. Robinson 1 1960 Coal 174MW
(Hartsville, S.C.) 2 1971 Nuclear 683MW
Roxboro 1 1966 Coal 385MW
(Roxboro, N.C.) 2 1968 Coal 670MW
3 1973 Coal 707MW
4 1980 Coal 700MW*
L.V. Sutton 1 1954 Coal 97MW
(Wilmington, N.C.) 2 1955 Coal 106MW
3 1972 Coal 410MW
Brunswick 1 1977 Nuclear 820MW*
(Southport, N.C.) 2 1975 Nuclear 811MW*
Mayo 1 1983 Coal 745MW*
(Roxboro, N.C.)
Harris 1 1987 Nuclear 860MW*
(New Hill, N.C.)
</TABLE>
* Facilities are jointly owned by CP&L and Power Agency, and the
capacity shown includes Power Agency's share.
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<PAGE>
In addition to the major generating facilities above, CP&L also
operates the following plants:
Plant Location
----- --------
1. Walters North Carolina
2. Marshall North Carolina
3. Tillery North Carolina
4. Blewett North Carolina
5. Weatherspoon North Carolina
6. Morehead North Carolina
CP&L's sixteen power plants represent a flexible mix of fossil,
nuclear and hydroelectric resources as well as combustion turbines,
with a total generating capacity (including Power Agency's share) of
10,128 MW. CP&L's strategic geographic location facilitates purchases
and sales of power with many other electric utilities, allowing CP&L
to serve its customers more economically and reliably. Major
industries in CP&L's service area include textiles, chemicals,
metals, paper, food, rubber and plastics, wood products, and
electronic machinery and equipment.
At December 31, 1999, CP&L had 5,585 pole miles of transmission lines
including 292 miles of 500 kilovolt (kV) lines and 2,857 miles of 230
kV lines, and distribution lines of approximately 44,294 pole miles
of overhead lines and approximately 13,842 miles of underground
lines. Distribution and transmission substations in service had a
transformer capacity of approximately 34,654 kilovolt-ampere (kVA) in
2,028 transformers. Distribution line transformers numbered 436,334
with an aggregate 18,599,000 kVA capacity.
(b) North Carolina Natural Gas Corporation
North Carolina Natural Gas Corporation (NCNG) owns approximately
1,128 miles of transmission pipelines of two to 16 inches in diameter
which connect its distribution systems with the Texas-to-New York
transmission system of Transco and the southern end of Columbia Gas
Transmission Corporation's (Columbia) transmission system. Transco
delivers gas to NCNG at various points conveniently located with
respect to NCNG's distribution areas. Columbia delivers gas to one
delivery point near the North Carolina-Virginia border. Gas is
distributed by NCNG through 2,865 miles of distribution mains. These
transmission pipelines and distribution mains are located primarily
on rights-of-way held under easement, license or permit on lands
owned by others.
NCNG owns and operates a liquefied natural gas storage plant on its
system to provide additional peak-day gas supply to meet customer
demand.
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3. The following information for the 1999 calendar year with respect to
Claimant's subsidiary public utility companies:
Section 3 will be filed confidentially pursuant to 17CFR ss.250.104
under the Public Utility Holding Company Act of 1935.
4. The following information for the reporting period with respect to Claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
Monroe Power Company
Location of Facility:
208 Cherry Hill Street
Monroe, Georgia 30655
Business Address:
411 Fayetteville Street
Raleigh, North Carolina 27602
Monroe Power Company (MPC) is a North Carolina corporation authorized
to do business in Georgia where it owns and operates a combustion
turbine. MPC's generating assets consist of a 160 MW simple cycle
peaking plant built to serve the peaking needs of the Municipal
Electric Authority of Georgia. The commercial operation date was
December 15, 1999.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
As of June 30, 2000, MPC is a wholly owned direct subsidiary of CP&L.
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other than the
EWG or foreign utility company.
As of December 31, 1999, CP&L had made capital investments of
$95,080,000 in MPC.
There were no direct or indirect guarantees of the security of MPC by
the Claimant and no debt or other financial obligation for which there
is recourse, directly or indirectly, to the Claimant or another system
company.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
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<PAGE>
Shareholders Equity $95,135,301
Long-term Debt 0
--------------
Total $95,135,301
(e) Identify any service, sale or construction contract(s) between the EWG
or foreign utility company and a system company and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
MPC and CP&L are parties to a Master Services Agreement, whereby CP&L
provides MPC with certain services, including administrative, project
management, financial, tax management, accounting, legal, engineering
and other services. MPC reimburses CP&L for its direct and indirect
costs incurred in providing these services.
EXHIBIT A - Consolidating statement of income and surplus of Claimant's
subsidiary companies for the calendar year 1999, together with
a consolidating balance sheet of Claimant's subsidiary
companies as of the close of such calendar year.
The following exhibits are to be filed confidentially pursuant
to 17 CFR ss.250.104 under the Public Utility Holding Company
Act of 1935:
EXHIBIT A-1 - Carolina Power & Light Company Consolidating
Income Statement for the Year Ended December 31, 1999.
EXHIBIT A-2 - Carolina Power & Light Company Consolidating
Balance Sheet as of December 31, 1999.
EXHIBIT A-3 - North Carolina Natural Gas Corporation
Consolidating Income Statement for the Year Ended December 31,
1999.
EXHIBIT A-4 - North Carolina Natural Gas Corporation
Consolidating Balance Sheet as of December 31, 1999.
EXHIBIT A-5 - Strategic Resource Solutions Corp. Consolidating
Income Statement for the Year Ended December 31, 1999.
EXHIBIT A-6 - Strategic Resource Solutions Corp. Consolidating
Balance Sheet as of December 31, 1999.
EXHIBIT B - Financial Data Schedule.
EXHIBIT C - An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the
holding-company system.
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<PAGE>
SIGNATURES
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 30th day of June 2000.
CP&L ENERGY, INC.
-----------------
(Claimant)
By /s/ Peter M. Scott III
-----------------------------
Peter M. Scott III
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
CORPORATE SEAL
Attest: /s/ William D. Johnson
---------------------------
William D. Johnson
Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Peter M. Scott III
Executive Vice President and Chief Financial Officer
CP&L Energy, Inc.
411 Fayetteville Street
Raleigh, NC 27602
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