<PAGE> 1
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other party)
CNG ENERGY SERVICES CORPORATION
One Park Ridge Center
Pittsburgh, Pennsylvania 15255-0746
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its
relation to the proposed transaction.
Consolidated Natural Gas Company ("Consolidated") is a Delaware
corporation and a public utility holding company registered as such under the
Public Utility Holding Company Act of 1935 ("Act"). It is engaged solely in
the business of owning and holding all of the outstanding securities, with the
exception of certain minor long-term debt, of sixteen subsidiaries. It has
subsidiary companies engaged in natural gas exploration, production,
purchasing, gathering, transmission, storage, marketing, distribution, and
by-product operation, and electric power marketing and other energy service
activities.
<PAGE> 3
CNG ENERGY SERVICES CORPORATION
CNG Energy Services Corporation ("Energy Services") was authorized by the
Securities and Exchange Commission ("SEC") to be the gas marketing subsidiary
for the CNG System by order dated February 27, 1987 ("Order"), Release No. 35-
24329, File No. 70-7225. At the time of the issuance of the Order, Energy
Services had the name of CNG Trading Company. By supplemental order dated
August 7, 1992, Release No. 35-25600, the business of Energy Services was
relieved, pursuant to the Gas Related Activities Act of 1990 ("GRAA"), from the
restriction that its revenues from off-system non-associated customers could
not exceed its revenues from on-system, associated and non-associated
customers.
The Order authorizes Energy Services, as a gas marketer, to purchase,
pool, transport, exchange, store and sell gas supplies from competitively
priced sources, including the spot markets, independent producers and brokers,
and the Consolidated System producing affiliate, CNG Producing Company. It is
essential for Energy Services to own or control facilities necessary for it to
serve its customers in an energy market that is becoming increasingly more
competitive. The combination of dealing directly with natural gas as a
commodity and the command over the infrastructure to process, store and
transport gas to serve customers' needs are activities ("Gas Related
Activities") that relate to the supply of natural gas within the meaning of the
GRAA.
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The business of Energy Services has grown substantially since its
inception, particularly during the past year. Its managed gas volumes were
nearly 3 billion cubic feet a day as of the end of February 1995, almost 3-1/2
times the volumes managed a year ago. It was ranked first among the top ten
replacement shippers in the East during the period November 1, 1994 through
February 15, 1995, holding a total of 38.4 billion cf of released capacity, or
12% of the total 322 billion of released capacity held on the ten major
pipelines in the region.
Energy Services is financed by Consolidated pursuant to the authorizations
granted in annual Consolidated intra-system financing proceedings. Energy
Services is currently authorized, for the period July 1, 1994 through June 30,
1995, to receive up to $100 million from Consolidated under the system
financing order dated June 27, 1994, Release No. 35-26072, File No. 70-8415. A
request to increase the amount of such financing to $300 million for the fiscal
period July 1, 1995 through June 30, 1996 is made in the Consolidated System
intra-system financing application-declaration filed April 28, 1995, File No.
70-8619.
NEED TO ENTER JOINT BUSINESS ARRANGEMENTS
Energy Services is currently reviewing a number of possible investments in
projects with nonaffiliates which would enhance its ability to obtain supply of
natural gas for its customers. These projects involve a variety of Gas Related
Activities, including a plant for the generation of gas from waste in Charles
City County, Virginia, a gas salt cavern storage facility near Avoca, New York,
and a gas gathering system in the Main Pass area in the Gulf of Mexico off the
coast of Mississippi and Alabama. All of these projects as Gas Related
Activities are of such a nature that Energy Services could invest in them
<PAGE> 5
solely by itself, without additional SEC authorization, as part of its business
as a gas marketer.
The ability to "partner" with others would allow Energy Services to obtain
the right to use and control facilities with greater capacity in a more diverse
number of geographic areas, and with a lesser amount of capital investment than
it could do on its own. Entering into joint business ventures in which
nonaffiliated parties would invest reduces the amount of capital Energy
Services has at risk in a given project. Most of the projects being studied
would be permanently financed with non-recourse project financing, thereby
further reducing the risk to Energy Services. In some cases, Energy Services
would also benefit from the co-investors' experience as to the efficient
operation of some project facilities.
None of the projects currently under study would by itself require equity
investment by Energy Services or its subsidiary in excess of $25 million, with
most of the opportunities being in the $3 to $5 million investment range. The
amount that could be invested by Energy Services in joint entities would be
included in the amount of financing authority for Consolidated financing of
Energy Services in the currently effective system financing Form U-1; however,
the amount invested (including capitalized development expenses) by Energy
Services in such joint entities will not in the aggregate exceed the lesser of
$150 million or the unused amount authorized for Consolidated financing of
Energy Services in such effective Form U-1 ("Unused Financing Capacity") during
the authorization period ending December 31, 1997. Energy Services would not
own more than 50% of the equity voting interests in any of the joint entities,
and the capital structure of each of the entities is expected to be simple and
straight forward, consisting primarily of equity and project financing. None
of the projects in which Energy Services would seek to invest will be a utility
company.
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Energy Services has investment guidelines in place for investments in
joint business entities which include both an after-tax discounted cash flow
analysis and a book net income analysis. The price for the purchase of an
interest in an entity will be determined by solving for an amount that met or
exceeded the minimum investment guidelines utilizing these two techniques. The
cash flow used in the analysis will be derived from analyzing the project
contracts that would be expected to be negotiated with potential customers.
Energy Services perceives a need to enter into such multiple joint
business arrangements with non-affiliates without having to seek individual SEC
approval of each transaction. Every application for prior SEC approval
involves a great deal of time and man-hours; there is usually a two to three
month minimum period from the time of filing to the obtaining of an order. To
require Energy Services to make a large number of successive filings for
relatively small transactions, all within the same core business genre, would
seem to consume an inordinate amount of resources of both the applicant and the
SEC.
FORM OF INVESTMENTS IN JOINT ENTERPRISES
The joint business entities would be entered into by way of acquisitions
of stock in corporations, or acquisitions of interests in partnerships, limited
liability companies or joint ventures. In the case of a general partnership, a
special purpose, wholly-owned subsidiary of Energy Services would be formed to
acquire any general partnership interest to limit Energy Services' exposure to
partnership risk.
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An authorization to acquire interests in ventures involved in Gas Related
Activities would be similar to the authorization granted to CNG Power Company
(then named CNG Energy Company) to carry on natural gas vehicle activities
through investments in corporations, partnerships or joint ventures with others
without specific prior SEC approval. This authority was given in an order
dated August 22, 1992, Release No. 35-25615, File No. 70-7845. Accordingly,
Energy Services seeks to be allowed to do the following without prior SEC
authorization other than as granted in this proceeding.
1. Energy Services may acquire an ownership interest, which may be up to 50%
of the voting or non voting stock, in one or more corporations established
for the sole purpose of engaging in Gas Related Activities.
2. Energy Services may acquire, either in its own name or through a wholly-
owned special purpose subsidiary, up to 50% of the general partnership
interests in one or more partnerships, or up to 50% voting equity interest
in one or more other joint business entities such as joint ventures or
limited liability companies, which are established for the sole purpose of
engaging in Gas Related Activities.
3. Energy Services may acquire up to 100% of the limited partnership
interests in one or more partnerships established for the sole purpose of
engaging in Gas Related Activities.
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NEED FOR GUARANTEES
Consolidated and Energy Services also seek to be able to make guarantees
of obligations to make equity investments in the joint entities, which parent
guarantees are commonly requested by institutions providing project financing.
Such guarantees, if made by Consolidated, would be calculated as part of the
maximum $750 million authority to guarantee obligations of Energy Services
granted to Consolidated in order dated November 16, 1993, Release No. 35-25926,
File No. 70-8231.
SERVICE AGREEMENTS
Energy Services may also enter into service agreements with one or more of
the entities in which it is investing. These could be in the form of an
operating and maintenance agreement under which Energy Services would operate
and manage the business of the entity, and/or an administrative services
agreement whereby Energy Services would provide administrative services
(including accounting and marketing services) to the entity. Energy Services
would generally be compensated under such agreements on an annual fee plus
direct service cost reimbursement basis. However, marketing services may be
provided for a set fee per unit of product sold, and operating and maintenance
agreements may also provide for a bonus or penalty based upon the degree of
efficiency in operating the project.
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RULE 16 APPLICABLE
The applicants request that each of the joint business entities in which
Energy Services would invest pursuant to an authorization granted in this
proceeding, and each affiliate thereof (except for companies within the
Consolidated System), be deemed exempt under Rule 16 from all obligations
imposed upon it by the Act, as a subsidiary company or an affiliate of a
registered holding company or of a subsidiary company thereof. The basis for
such application is as follows.
* The entity would not be a public utility company as defined in Section
2(a)(5) of the Act.
* The entities would be organized to engage primarily in Gas Related
Activities which by their very nature relate to the supply of natural gas.
* No more than 50% of the voting interests in the entity will be owned,
directly or indirectly, by a registered holding company.
* The acquisition by Energy Services of its direct or indirect interests in
the entity is the subject of this Application-Declaration.
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There is an inherent relationship between Rule 16 and the GRAA. Section 2
of the GRAA states that Section 11(b)(1) of the Act will be satisfied if a
registered holding company (or subsidiary thereof) acquires any interest in any
company organized to participate in activities involving the transportation or
storage of natural gas, or (if certain determinations are made) in any company
organized to participate in activities related to the supply of natural gas
(specifically including marketing activities). Rule 16(a)(2) requires the
exempt company to be organized primarily for the exploration, development,
production, manufacture, storage, transportation or supply of natural gas. It
is Energy Services' position that the joint entities in which it would
participate would, in their engaging in Gas Related Activities, be involved in
activities "related to the supply of natural gas" as used in the GRAA and also
in "supply of natural gas" activities as used in Rule 16. There is a strong
parallel structure in the GRAA and Rule 16 in that both specifically refer to
storage and transportation of natural gas, and both refer to "the supply of
natural gas." It would seem, therefore, that both the statute and the rule are
referring to basically same types of activities.
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Since the Gas Related Activities of Energy Services as a gas marketing
company have already been found to satisfy the GRAA, they should also be deemed
to satisfy the requirements of Rule 16.
AUTHORIZATIONS REQUESTED
Request is hereby made for authority to do the following through
December 31, 1997 without any further prior SEC approval.
1. For Energy Services to acquire for an aggregate amount not to exceed the
lesser of $150 million or the Unused Financing Capacity, directly or
indirectly through wholly-owned subsidiaries, up to 50% voting equity
interests in joint business entities with non-affiliates as described
above without any further prior SEC approval. Related capitalized
development expenses will be included as part of the investment costs of
acquiring such interests.
2. For Consolidated and/or Energy Services to make, up an amount equal to the
lesser of $150 million or the Unused Financing Capacity, guarantees of
obligations to make equity contributions in connection with Energy
Services' investments in such joint business entities.
3. For Energy to enter into service agreements with such joint business
entities as described herein.
As stated above, all of the financing as between Consolidated and Energy
Services for acquisitions of joint business interests would be pursuant to the
then currently effective Consolidated intrasystem financing authorization.
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RULE 24 CERTIFICATES
It is also requested that Rule 24 Certificates of Notification be filed
within 60 days after the end of each semi-annual calendar period to report to
the Commission with respect to transactions authorized pursuant to this filing.
Such certificates shall contain the following information with respect to each
entity in which Energy Services has made an investment.
1. Name
2. Organizational form
3. Type of business
4. Total capitalization and the amount invested by Energy
Services for the period and on a cumulative basis
It is noted that Rule 16(c) requires that the annual report of each
entity exempt pursuant to Rule 16 be filed as an exhibit to Consolidated's
annual report on Form U5S.
Consolidated guarantees of Energy Services' direct or indirect equity
contribution obligations in connection with investments in joint entities will
be reported in the Rule 24 Certificates of Notification filed under File No.
70-8231.
(b) Describe briefly, and where practicable, state the approximate
amount of any material interest in the proposed transaction, direct or
indirect, of any associate company or affiliate of the applicant or any
affiliate of any such associate company.
None, except as set forth in Item 1(a).
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or a subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
None, except as set forth in Item 1(a).
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(d) If the proposed transaction involves the acquisition or disposition
of assets, described briefly such assets, setting forth original cost, vendor's
book cost (including the basis of determination) and applicable valuation and
qualifying reserves.
None, except as set forth in Item 1(a).
Item 2. Fees, Commissions and Expenses
_______________________________
(a) State (i) the fees, commissions and expenses paid or incurred, or
to be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company
thereof, and (ii) if the proposed transaction involves the sale of securities
at competitive bidding, the fees and expenses to be paid to counsel selected
by applicant or declarant to act for the successful bidder.
It is estimated that the fees, commissions and expenses ascertainable at
this time to be incurred by Consolidated and CNG Energy in connection with the
herein proposed transaction will not exceed $7,000, consisting of the $2,000
filing fee under the Act, $4,000 payable to Consolidated Natural Gas Service
Company, Inc. ("Service Company") for services on a cost basis (including
regularly employed counsel) for the preparation of this application-declaration
and other documents, and $1,000 for miscellaneous other expenses.
(b) If any person to whom fees or commissions have been or are to be paid
in connection with the proposed transaction is an associate company or an
affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
The charges of Service Company, a subsidiary service company, for services
on a cost basis (including regularly employed counsel) in connection with the
preparation of this application-declaration and other related documents and
papers required to consummate the proposed transactions are as stated above.
<PAGE> 14
Item 3. Applicable Statutory Provisions
_______________________________
(a) State the section of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
Sections 9(a) and 10 are deemed applicable to the acquisitions by Energy
Services of interests in joint business entities and of stock of special
purpose subsidiaries used as an intervening investment medium for investments
in partnerships.
Sections 12(b) and Rule 45 are considered applicable to guarantee
arrangements among Consolidated, Energy Services and special purpose wholly-
owned subsidiaries of Energy Services.
Section 13(b) may apply to service agreements between Energy Services and
joint business entities.
If the Commission considers the proposed future transactions to require
any authorization, approval or exemption, under any section of the Act for Rule
or Regulation other than those cited hereinabove, such authorization, approval
or exemption is hereby requested.
(b) If an applicant is not a registered holding company or a subsidiary
thereof, state the name of each public utility company of which it is an
affiliate or of which it will become an affiliate as a result of the proposed
transaction, and the reasons why it is or will become such an affiliate.
Not applicable.
Item 4. Regulatory Approval
___________________
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transactions.
<PAGE> 15
The financing authorization sought herein is not subject to the
jurisdiction of any State or Federal Commission (other than the SEC).
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
Inapplicable.
Item 5. Procedure
_________
(a) State the date when Commission action is requested. If the date is
less than 40 days from the date of the original filing, set forth the reasons
for acceleration.
It is hereby requested that the Commission issue its order with respect to
the transaction proposed herein on or before July 14, 1995
(b) State (i) whether there should be a recommended decision by a hearing
officer, (ii) whether there should be a recommended decision by any other
responsible officer of the Commission, (iii) whether the Division Investment
Management - Office of Public Utility Regulation may assist in the preparation
of the Commission's decision, and (iv) whether there should be a 30-day waiting
period between the issuance of the Commission's order and the date on which it
is to become effective.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to the
proposed transactions. The office of the Division of Investment Management -
Office of Public Utility Regulation may assist in the preparation of the
Commission's decision. There should be no waiting period between the issuance
of the Commission's order and the date on which it is to become effective.
<PAGE> 16
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statements are made a part of this
statement:
(a) Exhibits
(F) Opinion of counsel for Consolidated and Energy Services.
(to be filed by amendment)
(O) Draft of Notice.
(b) Financial Statements
Financial statements are deemed unnecessary with respect to the
authorizations herein sought due to the nature of the matter
proposed. However, Consolidated will furnish any financial
information that the Commission shall request.
Item 7. Information as to Environmental Effects
_______________________________________
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102 (2) (C) of the
National Environmental Policy Act 42 U.S.C. 4232 (2) (C). If the response to
this item is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons or
that response.
The proposed transactions do not involve major federal action
having a significant effect on the human environment. See Item 1(a).
(b) State whether any other federal agency has prepared or is preparing
an environmental impact statement ("EIS") with respect to the proposed
transaction. If any other federal agency has prepared or is preparing an EIS,
state which agency or agencies and indicate the status of that EIS preparation.
No federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transaction.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Vice Chairman of the Board
and Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
By N. F. Chandler
Its Attorney
Date: May 2, 1995
<PAGE> 1
EXHIBIT O
Proposed Notice Pursuant to Rule 22f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("ACT")
May , 1995
Notice is hereby given that the following filing(s) has/have been made with the
Commission pursuant to provisions of the Act and rules promulgated thereunder.
All interested persons are referred to the application(s) and/or declaration(s)
for complete statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendments thereto is/are
available for public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
May , 1995 to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
<PAGE> 2
Consolidated Natural Gas Company, et al. (70- )
__________________________________________________
Consolidated Natural Gas Company ("Consolidated"), CNG Tower, Pittsburgh,
Pennsylvania 15222-3199, a registered holding company, and its wholly-owned
non-utility subsidiary, CNG Energy Service Corporation ("Energy Services"), One
Park Ridge Center, Pittsburgh, Pennsylvania 15244-0746, have filed an
application-declaration under Sections 9(a), 10, 12(b), and 13(b) of the Act
and Rule 45 thereunder.
Energy Services was authorized by the Securities and Exchange Commission
("SEC") to be the gas marketing subsidiary for the CNG System by order dated
February 27, 1987 ("Order"), Release No. 35-24329, File No. 70-7225. The Order
authorizes Energy Services, as a gas marketer, to purchase, pool, transport,
exchange, store and sell gas supplies from competitively priced sources,
including the spot markets, independent producers and brokers, and the
Consolidated System producing affiliate, CNG Producing Company. It is
essential for Energy Services to own or control facilities necessary for it to
serve its customers in an energy market that is becoming increasingly more
competitive. The combination of dealing directly with natural gas as a
commodity and the command over the infrastructure to process, store and
transport gas to serve customers' needs are activities ("Gas Related
Activities") that relate to the supply of natural gas.
Energy Services is financed by Consolidated pursuant to the authorizations
granted in annual Consolidated intra-system financing proceedings. Energy
Services is currently authorized, for the period July 1, 1994 through June 30,
1995, to receive up to $100 million from Consolidated under the system
financing order dated June 27, 1994, Release No. 35-26072, File No. 70-8415. A
request to increase the amount of such financing to $300 million for the fiscal
<PAGE> 3
period July 1, 1995 through June 30, 1996 is made in the Consolidated System
intra-system financing application-declaration filed April 28, 1995, File No.
70-8619.
None of the projects currently under study would by itself require equity
investment by Energy Services or its subsidiary in excess of $25 million, with
most of the opportunities being in the $3 to $5 million investment range. The
amount that could be invested by Energy Services in joint entities would be
included in the amount of financing authority for Consolidated financing of
Energy Services in the currently effective system financing Form U-1; however,
the amount invested (including capitalized development expenses) by Energy
Services in such joint entities will not in the aggregate exceed the lesser of
$150 million or the unused amount authorized for Consolidated financing of
Energy Services in such effective Form U-1 ("Unused Financing Capacity") during
the authorization period ending December 31, 1997. Energy Services would not
own more than 50% of the equity voting interests in any of the joint entities.
Energy Services seeks to be allowed to do the following without prior SEC
authorization other than as granted in this proceeding.
1. Energy Services may acquire an ownership interest, which may be up to 50%
of the voting or non voting stock, in one or more corporations established
for the sole purpose of engaging in Gas Related Activities.
2. Energy Services may acquire, either in its own name or through a wholly-
owned special purpose subsidiary, up to 50% of the general partnership
interests in one or more partnerships, or up to 50% voting equity interest
in one or more other joint business entities such as joint ventures or
limited liability companies, which are established for the sole purpose of
engaging in Gas Related Activities.
<PAGE> 4
3. Energy Services may acquire up to 100% of the limited partnership
interests in one or more partnerships established for the sole purpose of
engaging in Gas Related Activities.
Consolidated and Energy Services also seek to be able to make, up to an
amount equal to the lesser of $150 million or the Unused Financing Capacity,
guarantees of obligations to make equity investments in the joint entities,
which parent guarantees are commonly requested by institutions providing
project financing. Such guarantees, if made by Consolidated, would be
calculated as part of the maximum $750 million authority to guarantee
obligations of Energy Services granted to Consolidated in order dated November
16, 1993, Release No. 35-25926, File No. 70-8231.
Energy Services may also enter into service agreements with one or more of
the entities in which it is investing. These could be in the form of an
operating and maintenance agreement under which Energy Services would operate
and manage the business of the entity, and/or an administrative services
agreement whereby Energy Services would provide administrative services
(including accounting and marketing services) to the entity. Energy Services
would generally be compensated under such agreements on an annual fee plus
direct service cost reimbursement basis. However, marketing services may be
provided for a set fee per unit of product sold, and operating and maintenance
agreements may also provide for a bonus or penalty based upon the degree of
efficiency in operating the project.
The applicants request that each of the joint business entities in which
Energy Services would invest pursuant to an authorization granted in this
proceeding, and each affiliate thereof (except for companies within the
<PAGE> 5
Consolidated System), be deemed exempt under Rule 16 from all obligations
imposed upon it by the Act, as a subsidiary company or an affiliate of a
registered holding company or of a subsidiary company thereof.
____________________________
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
