File No. 70-9183
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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CMP GROUP, INC.
CENTRAL MAINE POWER COMPANY
83 Edison Drive
Augusta, Maine 04336
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(Name of companies filing this statement and
address of principal executive offices)
None
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(Name of top registered holding company
parent of each applicant or declarant)
CMP Group, Inc.
Central Maine Power Company
c/o Anne M. Pare
Corporate Counsel and Secretary
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
E. Ellsworth McMeen, III, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-4513
The Form U-1 Application and Declaration in this proceeding, originally
filed with the Commission on March 4, 1998, and amended on June 11, 1998 and on
July 8, 1998, is hereby amended to the extent indicated below.
1. The name of the holding company has been changed from "HoldCo, Inc." to "CMP
Group, Inc." To conform with this change, the application is hereby amended in
the following places by replacing the name "HoldCo, Inc." with "CMP Group,
Inc.": the cover page, the first sentence of the introductory paragraph, the
notice section in the final paragraph of Item 5, and the signature block.
2. The fifth paragraph of Item 1.C is restated as follows:
"The consummation of the Merger pursuant to the Plan of Merger is subject
to a number of conditions. One condition is approval of the Reorganization by
the Commission under Sections 9(a)(2) and 10 of the 1935 Act and the granting by
the Commission of an exemption to Holding Company and Central Maine under
Section 3(a)(1) of the 1935 Act as requested by this application. The Plan of
Merger is subject to approval by the affirmative vote of a majority of the
outstanding shares of Central Maine Common Stock and Central Maine 6% Preferred
Stock, voting together as a single class, and a majority of the outstanding
shares of Central Maine Common Stock voting separately. At Central Maine's
Annual Meeting of Shareholders held on May 21, 1998, Central Maine's
shareholders approved the Plan of Merger. The Reorganization is also subject to
approval by the MPUC, the FERC and the Nuclear Regulatory Commission (the "NRC")
and approval by the Connecticut Department of Public Utility Control
("Connecticut DPUC")./6/ On May 1, 1998, the MPUC granted its approval of the
Reorganization in Phase I of the Maine proceeding. This approval in Phase I of
the proceeding is sufficient to close the Reorganization. On July 6, 1998, the
MPUC issued an order in Phase II of the Reorganization proceeding, which
concerned the creation of EnerMark and the approval of certain support services
agreements. The NRC issued its order approving the Reorganization on June 2,
1998. The FERC issued its order approving the Reorganization on July 16, 1998.
The Connecticut DPUC issued its order approving the Reorganization on August 5,
1998."
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/6/ Approval by the Connecticut DPUC is required due to Central Maine's
ownership of a 2.5% interest in the Millstone No. 3 nuclear unit.
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3. Item 4 is restated as follows:
"The Reorganization requires the approval of the MPUC, the FERC, the NRC,
and the Connecticut DPUC. Central Maine filed an application with the MPUC, a
copy of which is attached hereto as Exhibit D-1, and a copy of the MPUC order in
Phase I pursuant thereto is attached hereto as Exhibit D-2. A copy of the MPUC
order in Phase II is attached hereto as Exhibit D-2A. Central Maine filed an
application with the FERC, a copy of which is attached hereto as Exhibit D-3 and
a copy of the FERC order pursuant thereto is attached hereto as Exhibit D-4.
Central Maine filed an application with the NRC, a copy of which is attached
hereto as Exhibit D-5 and a copy of the NRC order pursuant thereto is attached
hereto as Exhibit D-6. Central Maine filed an application with the Connecticut
DPUC, a copy of which is attached hereto as Exhibit D-7 and a copy of the
Connecticut DPUC order pursuant thereto is attached hereto as Exhibit D-8. Other
than such enumerated approvals and the approval of the Commission hereunder, no
other regulatory approvals are required for the Reorganization."
4. Item 6. The following exhibits are filed herewith.
D-4 Order of the FERC. Filed herewith.
D-8 Order of the Connecticut DPUC. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this application and
declaration to be signed on their behalf by the undersigned thereunto duly
authorized.
Date: August 6, 1998 CMP GROUP, INC.
By: /s/ Anne M. Pare
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Name: Anne M. Pare
Title: Treasurer, Corporate
Counsel and Secretary
Date: August 6, 1998 CENTRAL MAINE POWER COMPANY
By: /s/ Anne M. Pare
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Name: Anne M. Pare
Title: Corporate Counsel and
Secretary
UNITED STATES OF AMERICA
FEDERAL ENERGY REGULATORY COMMISSION
Before Commissioners: James J. Hoecker, Chairman;
Vicky A. Bailey, William L. Massey,
Linda Breathitt, and Curt Hebert, Jr.
Central Maine Power Company ) Docket No. EC98-36-000
ORDER CONDITIONALLY AUTHORIZING PROPOSED
CORPORATE REORGANIZATION
(Issued July 16, 1998)
Central Maine Power Company (Central Maine) has filed an application
pursuant to section 203 of the Federal Power Act (FPA)/1/ for Commission
authorization to implement a corporate restructuring which will result in the
formation of a holding company. As a result of the proposed restructuring,
Central Maine and its various utility and non-utility subsidiaries will become
subsidiaries of a new holding company to be named later ("HoldCo" for purposes
of this order).
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/1/ 16 U.S.C. Section 824b (1994).
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I. Background
A. Description of Central Maine and Its Current Corporate Structure
Central Maine is a public utility within the meaning of the Federal Power
Act (FPA)./2/ Central Maine is primarily engaged in the business of generating,
transmitting, distributing, and selling electric energy to retail customers in
Southern and Central Maine and to various wholesale customers.
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/2/ See 16 U.S.C. Section 824(e) (1994).
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Central Maine currently has three public utility subsidiaries: (1) Maine
Electric Power Company, Inc. (MEPCO), in which Central Maine owns a 78.3 percent
interest;/3/ (2) Aroostook Valley Electric Company (AVEC), which is wholly owned
by Central Maine;/4/ and (3) NORVARCO, also wholly owned by Central Maine./5/ In
addition, Central Maine has interests in nine non-utility companies which are
devoted primarily to stimulating economic growth in Central Maine's service area
and capitalizing on diversified non-jurisdictional investment opportunities for
stockholders. Finally, Central Maine has direct or indirect ownership interests
in thirty-one hydroelectric facilities, two oil-fired steam-electric generation
stations, several internal combustion generation facilities, and five nuclear
generation facilities in New England.
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/3/ MEPCO owns and operates a 345 kV transmission interconnection between
Wiscasset, Maine and the Maine-New Brunswick international border.
/4/ AVEC owns and operates a 31 MW wood-fired generating plant, the output of
which is sold to Central Maine.
/5/ NORVARCO is one of the two general partners in Chester SVC Partnership, a
general partnership that owns a static var compensator facility located
adjacent to MEPCO's transmission interconnection with New Brunswick.
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B. Proposed Corporate Reorganization
Central Maine proposes to reorganize its corporate operations through the
creation of an "exempt" holding company parent./6/ The corporate reorganization
will be accomplished pursuant to the terms of an Agreement and Plan of Merger to
be entered into among Central Maine, HoldCo, and a Maine corporation to be
formed for the purpose of implementing the transaction ("MergeCo" for purposes
of this order). Initially, MergeCo will be a wholly-owned subsidiary of HoldCo,
and HoldCo will be a wholly-owned subsidiary of Central Maine. MergeCo will
subsequently be merged into Central Maine, with Central Maine as the surviving
corporation. Thereafter, each issued and outstanding share of Central Maine's
common stock will be converted into one share of HoldCo common stock./7/ The
shares of HoldCo common stock owned by Central Maine prior to the merger will
then be canceled and the outstanding shares of MergeCo common stock will be
converted into a number of shares of Central Maine common stock equal to the
number of outstanding shares of Central Maine common stock prior to the merger.
As a result of the merger and stock conversions, HoldCo will become the sole
holder of Central Maine's issued and outstanding shares of common stock.
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/6/ According to the application, the proposed corporate restructuring is in
response to comprehensive state restructuring legislation signed into law
by the Governor of Maine on May 29, 1997. Among other things, the
legislation provides for the deregulation of competitive electricity
providers and requires investor-owned utilities to divest themselves of
their non-nuclear generation assets by March 1, 2000. Central Maine
indicates that as a result of a subsequent auction process, it has reached
agreement to sell all of its hydroelectric, fossil-fuel, and biomass
generation assets, as well as its ownership interest in AVEC, to a
subsidiary of the FPL Group. The FPL Group is the parent company of Florida
Power & Light Company (FP&L). Central Maine does not currently seek
authorization for a disposition of jurisdictional facilities that will
transpire as a result of the sale of these assets. However, it states that
certain aspects of this transaction will be the subject of a separate
application with the Commission.
/7/ Central Maine's outstanding preferred stock and debt will not be affected
by the exchange.
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II. Notice of Filing and Responses
Notice of Central Maine's application was published in the Federal
Register, 69 Fed. Reg. 18,904 (1998), with comments due on or before May 7,
1998. On May 7, 1998, Houlton Water Company (Houlton) filed a motion to
intervene and protest. Also on May 7, 1998, Florida Municipal Power Agency
(FMPA) filed a motion to intervene, protest and request for the Commission to
require the FPL Group to accept the formation of an Independent System Operator
(ISO) in Florida as a condition of approving the instant application. On May 19,
1998, and May 22, 1998, Central Maine and FP&L, respectively, filed answers to
FMPA's motion to intervene, protest and request for a Florida ISO./8/ On May 28,
1998, FMPA filed an answer to FP&L's late motion to intervene and Central
Maine's and FP&L's answers to FMPA's motion to intervene, protest and request
for an ISO condition.
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/8/ Concurrent with the filing of its answer, FP&L also filed an untimely
motion to intervene.
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In its protest, Houlton states that it currently purchases requirements
service from Central Maine under a power sales agreement which has a term of
service through February 3, 1999. Houlton indicates that the primary source for
power under the agreement is a non-nuclear generation station owned by AVEC, and
notes that Central Maine has recently contracted to sell this unit, and all of
its other non-nuclear generating assets to the FPL Group. Houlton expresses
concern regarding the status of the power sales agreement in light of a
statement by the FPL Group that it is unwilling to take assignment of the
agreement after the sale occurs. Houlton requests that the Commission condition
its authorization of Central Maine's instant application upon the requirement
that Central Maine continue to provide Houlton with requirements service for the
remaining term of the power sale agreement./9/
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/9/ Houlton protest at 3.
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FMPA does not object to Central Maine's proposed holding company formation.
However, it does object to Central Maine's future sale of its non-nuclear
generation assets to the FPL Group. FMPA alleges that the diversion of funds to
unrelated Maine utility investments will reduce the funds available for
investment in Florida, including investments in transmission./10/ FMPA asserts
that the formation of an ISO in Florida would mitigate the alleged financial
impact of the FPL Group's acquisition of Central Maine's generation assets. FMPA
claims that the FPL Group opposes such a formation,/11/ and requests that the
Commission condition its acceptance of the FPL Group's purchase of Central
Maine's generation assets upon the requirement that the FPL Group accept the
formation of an ISO within Florida.
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/10/ FMPA protest at 6.
/11/ Id. at 5.
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Both Central Maine and FP&L contend that FMPA's motion to intervene fails
to demonstrate, consistent with Rule 214(b)(2)(ii) of the Commission's
regulations, that it has an interest that may be directly affected by the
outcome of this proceeding. Accordingly, Central Maine requests that the
Commission deny FMPA's motion to intervene in this docket.
In its answer, FMPA supports FP&L's late intervention. In addition, FMPA
notes that it does not object to the Commission treating the instant proposed
reorganization as a separate transaction from the future asset sale, so long as
Central Maine and FP&L will not be heard to argue that approval of the instant
restructuring justifies approval of the unconditioned sale of assets.
III. Discussion
A. Procedural Matters
Pursuant to Rule 214 of the Commission's Rules of Practice and
Procedure,/12/ the timely, unopposed motion to intervene of Houlton serves to
make it a party to the proceeding. In addition, despite the opposition of
Central Maine and FP&L, we will grant the motion to intervene of FMPA given the
early stage of the proceeding, the lack of prejudice, and the interest it
represents. For the same reasons, we will grant the motion to intervene
out-of-time of FP&L./13/ Moreover, although the Commission's Rules of Practice
and Procedure do not normally permit answers to protests,/14/ given that the
answers help in clarifying certain issues, we will accept the answers.
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/12/ 18 C.F.R. Section 385,214 (1998).
/13/ See 18 C.F.R. Section 385.214(d) (1998).
/14/ Id. at Section 385.213(a)(2) (1998).
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B. Effects on Competition, Rates and Regulation
The proposed restructuring will have no effect on competition. While the
proposed reorganization results in a change of ownership or control of
jurisdictional facilities by virtue of the creation of the new holding company,
it involves only Central Maine and its affiliates and does not itself result in
any change in the operation of Central Maine's facilities, or other inputs that
could be used as barriers to entry, that would have an anti-competitive effect.
The proposed reorganization will not adversely affect rates. Central Maine
states that the reorganization will not affect its retail or wholesale rates
because the costs associated with the reorganization will not be included in
rates.
With respect to the reorganization's effect on regulation the application
states that it is contemplated that HoldCo will be an exempt holding company
under the Public Utility Holding Company Act of 1935 (PUHCA)./15/ While the
filing of such an application in good faith exempts the applicant from
Securities and Exchange Commission (SEC) regulation under PUHCA until the SEC
acts upon the application, the SEC may grant or, after notice and an opportunity
for hearing, deny or otherwise dispose of the application./16/ If the SEC were
to determine that HoldCo does not qualify for exempt holding company status, but
instead becomes a registered holding company, Ohio Power/17/ would deprive this
Commission of authority over certain intra-company transactions.
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/15/ 15 U.S.C. Section 79c(a)(1) (1994); See Application at 11 and 15.
/16/ 15 U.S.C. Sections 79b, 79c (1994);
/17/ Ohio Power Co. v. FERC, 954 F.2d 779, 782-86 (D.C. Cir.), cert. denied, 498
U.S. 73 (1992) (Ohio Power).
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Because HoldCo's status as an exempt holding company under PUHCA is
unclear, we will condition approval of the proposed reorganization on Central
Maine's agreeing to abide by our policies with respect to intra-corporate
transactions, if it is subsequently determined that HoldCo is a registered
holding company. Central Maine shall inform the Commission within 15 days of the
date of this order whether this condition is acceptable.
Finally, neither Houlton nor FMPA raise any substantive issues related to
Central Maine's proposed reorganization. Instead, both parties raise issues
concerning the future sale of Central Maine's non-nuclear generation assets to
the FPL Group. Insofar as Central Maine does not currently seek authorization
for a disposition of jurisdictional facilities to the FPL Group, both Houlton's
and FMPA's issues are beyond the scope of Central Maine's instant application.
Central Maine has stated that certain aspects of its future sale to the FPL
Group will be the subject of a separate application with the Commission. Houlton
and FMPA will have the opportunity to raise any relevant concerns in that
proceeding.
Accordingly, we find that the proposed disposition will, as conditioned,
not have any adverse effect on competition, rates or regulation.
C. Accounting Treatment
Central Maine did not quantify the costs arising from the creating of
HoldCo nor did it specify the accounting to be afforded such costs. Central
Maine did, however, state that the transaction costs incurred would not affect
its retail or wholesale rates because the costs would not be included in rates.
The Commission has found that any costs incurred by a public utility in
connection with transactions such as the one proposed here as nonoperating in
nature and should be charged to Account 426.5, Other Deductions, if they are not
passed on to the holding company parent./18/ Accordingly, we will direct Central
Maine to write-off these costs to Account 426.5 to the extent that they are not
passed on to the holding company. In addition, we will require Central Maine to
submit its accounting for the creation of the holding company within six months
of the completion of the reorganization.
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/18/ Wisconsin Electric Power Company, et al., 74 FERC Paragraph 61,069 (1996).
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The Commission orders:
(A) The proposed disposition of jurisdictional facilities of Central Maine
in the above-described corporate restructuring is consistent with the public
interest and is hereby conditionally authorized, as discussed in the body of
this order.
(B) The Commission retains authority under section 203(b) of the Federal
Power Act to issue supplemental orders as appropriate.
(C) The foregoing authorization is without prejudice to the authority of
the Commission or any other regulatory body with respect to rates, service,
accounts, valuation, estimates or determinations of cost or any other matter
whatsoever now pending or which may come before the Commission.
(D) Nothing in this order shall be construed to imply acquiescence in any
estimate or determination of cost or any valuation of property claimed or
asserted.
(E) The Applicants shall inform the Commission within 15 days of the date
of this order whether they agree to abide by the Commission's policies with
respect to intra-corporate transactions within a registered holding company
structure, as discussed in the body of this order.
(F) The motion to intervene out-of-time of FP&L and the opposed motion to
intervene of FMPA are hereby granted. The answers of Central Maine, FP&L and
FMPA are hereby accepted.
(G) Central Maine shall record all costs involved in the formation of
HoldCo that are not passed on to HoldCo in Account 426.5, Other Deductions.
(H) Applicants are hereby directed to file the accounting information
discussed in the body of this order.
By the Commission.
( S E A L )
David P. Boergers,
Acting Secretary
STATE OF CONNECTICUT
DEPARTMENT OF PUBLIC UTILITY CONTROL
TEN FRANKLIN SQUARE
NEW BRITAIN, CT O6O51
DOCKET NO. 98-06-28 APPLICATION OF CENTRAL MAINE POWER COMPANY
CONCERNING HOLDING COMPANY RESTRUCTURING
August 5, 1998
By the following Commissioners:
Donald W. Downes
Jack R. Goldberg
John W. Betkoski
DECISION
I. INTRODUCTION
By Application filed with the Department of Public Utility Control
(Department) on June 25, 1998, Central Maine Power Company (Central Maine or
Company) an electric utility incorporated under the laws of the State of Maine
and a foreign electric company within the meaning of Section 16-246c of the
General Statutes of Connecticut (Conn. Gen. Stat.), requests any necessary
authorization of the Department for the formation of a Maine-based holding
company that would become the parent of Central Maine and several of its
subsidiaries. The Company proposes to effectuate the holding company structure
for Central Maine by having a subsidiary of a newly created holding company
merge into Central Maine and for Central Maine to thereafter be a subsidiary of
the holding company. Application, p. 5.
II. PARTIES AND INTERVENORS
Central Maine Power Company, 83 Edison Drive, Augusta, ME 04336; and the
Office of Consumer Counsel, Ten Franklin Square, New Britain, CT, 06051, were
designated as parties to this proceeding.
III. DEPARTMENT ANALYSIS
The Department has reviewed the Company's request for any necessary
authorization to proceed with its proposal to form a Maine-based holding company
that would become the parent of Central Maine and several of its subsidiaries to
determine if the Department has jurisdiction over the Company relative to its
proposal and, if so, whether authorization to proceed with the proposal should
be granted. In making its review, the Department considered that the Company is
a corporation incorporated under the laws of the State of Maine and presently
owns a 2.5 percent undivided interest as tenant-in-common in Millstone Unit No.
3, a nuclear generating unit in the Town of Waterford, Connecticut. Application,
p. 3. By virtue of its ownership of an interest in a utility facility located in
Connecticut and pursuant to the provisions of Section 16-246c(c), the Company
constitutes a public service company within the meaning of Conn. Gen. Stat.
Section 16-1 as amended by Public Act 98-28.
The Company admits and the Department agrees that because of Central
Maine's status as a public service company (and the nature of the Company's
proposal), either or both Conn. Gen. Stat. Sections 16-47 and 16-43 may arguably
apply./1/ Application, p. 3. However, Central Maine argues that the Department
does not have jurisdiction under either Conn. Gen. Stat. Sections 16-47 or 16-43
because: (1) neither Central Maine nor the proposed holding company engage in
the business of supplying service within the state as required for Department
jurisdiction to apply under Section 16-47, and, (2) as to Section 16-43, the
Company's proposal "does not represent any substantive change in Central Maine
or its business." Application pp. 4-5, 29. The Department agrees only in part
with Central Maine's interpretation of Conn. Gen. Stat. Section 16-1, as amended
by Public Act 98-28; and concludes that the Department does not have
jurisdiction over the transaction under Section 16-47. However, it does have
jurisdiction under Section 16-43 since jurisdiction under this Section does not
depend on "substantive change" as argued by the Company.
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/1/ Section 16-43 refers in pertinent part to the merger or sale of public
service companies and issuance and approval of securities. Section 16-47
pertains to Department oversight in the event there is a change of control
of electric companies and other utilities.
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Central Maine suggests that, in the event the Department determines that it
has jurisdiction, the Department should grant expedited approval given (1) the
favorable opinion issued after a comprehensive review conducted in Central
Maine's primary jurisdiction, Maine Public Utility Commission (MPUC) in the MPUC
Decision dated May 1, 1998, in Docket No 97-930, (2) the favorable decision from
the Nuclear Regulatory Commission dated June 2, 1998, in Docket No 50-423, and
(3) detailed reviews by the Securities and Exchange Commission and Federal
Energy Regulatory Commission. Application, pp. 2, 29. In light of the reviews
undertaken and approvals granted in other jurisdictions, Department review and
approval under its own jurisdiction is largely redundant of action taken
elsewhere. However, Conn. Gen. Stat. Section 16-246c(c) only allows the
Department to waive its approval requirements in limited circumstances that do
not apply to the Company's proposal. As such, the Department has reviewed the
Company's proposal, including the supporting filings and the above noted
Decisions of other jurisdictions, and finds that the proposal will not adversely
impact electric service in Connecticut. Under Conn. Gen. Stat. Section 16-43,
the Department hereby grants approval for Central Maine to enter into and make
the transactions as described and for the purposes proposed.
IV. FINDINGS
1. Central Maine has complied with all relevant filing requirements.
2. The holding company structure for Central Maine will be effectuated by
having a subsidiary of a newly created holding company merge into Central
Maine and for Central Maine to thereafter be a subsidiary of the holding
company.
3. The Company is a corporation incorporated under the laws of the State of
Maine and presently owns a 2.5 percent undivided interest as
tenant-in-common in Millstone Unit No. 3, a nuclear generating unit in the
Town of Waterford, Connecticut.
4. Neither Central Maine nor the proposed holding company engage in the
business of supplying service within Connecticut.
5. The following actions have been taken relative to the Company's proposal:
(1) the favorable opinion issued after a comprehensive review conducted in
Central Maine's primary jurisdiction, Maine Public Utility Commission
(MPUC) in the MPUC Decision dated May 1, 1998, in Docket No. 97-930, (2)
the favorable decision from the Nuclear Regulatory Commission dated June 2,
1998, in Docket No. 50-423, and (3) detailed reviews by the Security and
Exchange Commission and Federal Energy Regulatory Commission.
V. CONCLUSION AND ORDERS
A. Conclusion
The Department does not have jurisdiction pursuant to Conn. Gen. Stat.
Section 16-47 over the transaction for the purposes described in the
Application. However, the Department does have jurisdiction pursuant to Conn.
Gen. Stat. Section 16-43. The Department grants its approval pursuant to Conn.
Gen. Stat. Section 16-43 relating to Central Maine's proposed reorganization and
formation of a Maine-based holding company as described in its application.
B. Order
For the following Order, please submit an original and five (5) copies of
the required material, identified by Docket Number, Title, and Order Number to
the Executive Secretary:
1. Central Maine shall file with the Department, within a reasonable time
after each Decision becomes available, any Decisions issued by the Maine
Public Utilities Commission relating to the proposed reorganization and
formation of a Maine-based holding company that is the subject of the
instant docket.
DOCKET NO. 98-06-28 APPLICATION OF CENTRAL MAINE POWER COMPANY CONCERNING
HOLDING COMPANY RESTRUCTURING
This Decision is adopted by the following Commissioners:
Donald W. Downes
Jack R. Goldberg
John W. Betkoski
CERTIFICATE OF SERVICE
The foregoing is a true and correct copy of the Decision issued by the
Department of Public Utility Control, State of Connecticut, and was forwarded by
Certified Mail to all parties of record in this proceeding on the date
indicated.
/s/ Nicholas E. Neeley Aug -5 1998
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Nicholas E. Neeley Date
Acting Executive Secretary
Department of Public Utility Control
