ML20195J098
| ML20195J098 | |
| Person / Time | |
|---|---|
| Site: | Millstone, Seabrook  |
| Issue date: | 06/17/1999 |
| From: | Murphy M External (Affiliation Not Assigned), LEBOEUF, LAMB, LEIBY & MACRAE |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| NUDOCS 9906180088 | |
| Download: ML20195J098 (35) | |
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LEBOEUF, LAMB, GREENE & MACRAE L.L.R A LIMITED LIABILITY PARTNCRSMiP INCLUDING PROFES$10NAL CORPORATIONS NEW YORK l 8 7 5 C o N N ECTIC UT AVE N U E, N.W. LOS ANGELES WASHINGTON HE ^"K WASHINGTON. DC 20009-5728 ,,, ,URGH (202)986-8000 PORTLAND. OR TELEX: 440274 FACSIMILE: (202)988-8102 ^
HARRISBURG BRUSSELS HARTFORD WRITER'S DIRECT DIAL: ^
HOUSTON 986-8021 ALy TY JACKSONVILLE L D June 17, 1999 """~^" '^'S$ "P Au[O favAnts oute no o Ao Via Hand Delivery Nuclear Regulatory Commission Document Control Desk 11555 Rockville Pike Rockville, MD 20852 Re: Application of New England Power Company for Transfer of Control of Facility Operating License No. NPF-49(Docket No. 50-423) and Facility Operatino License No. NPF-86 (Docket No. 50-443)
Gentlemen and Ladies:
Enclosed please find responses to the questions posed in your letter of June 16, 1999. Pursuant to your request, I also have attached a copy of the 1998 Schedule 13G of New England Electric System, which is the most recent schedule. Please be advised'that a statement found on page 18 of the March 15, 1999 Application, which reported that the officers and directors set forth in Appendix F would remain the officers and directors after the merger, was in error. The correct information is set forth in the attached response to Request No. 1C.
I also include for your information a copy of the April 29, 1999' letter of the Committee on-Foreign Investment in the United States ("CFIUS"), which states that CFIUS has concluded that The National Grid Group's acquisition of New England Electric System does not raise issues of national security which would trigger an investigation under Section 721 of the Defense 7
' Production Act. Additionally, I include a copy of the June 16, 1999 order of the Federal Energy Regulatory Commission ("FERC")
approving the merger of NGG Holdings LLC into New England j 9906190088 990617 l PDR ADOCK 05000423 p PDR -
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n Nuclear Regulatory Commission
' June 17,.199S-LPage 2
. Electric System. Therein, the-FERC concluded that the merger doesfnot raise. competitive concerns.
LThe_ enclosed responses reflect all the information that
.is.known at this time. 'If you. find that you need additional information, please do not hesitate to call me at the above-listed telephone number.
Respectfully-submitted, RigA.
Mary A. Murphy Attorney.for The National Grid Group plc Enclosures cc: Mr. Hubert J. Miller Regional Administrator - Region I U.S. Nuclear. Regulatory Commission 475 Allendale Road King of Prussia,-RA 19406-1415 Mr.LJohn T.-Harrison, Project Manager Mail Stop O-14B-20 Project' Directorate I-2 Division of~ Reactor Projects - I/II office'of the Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission Washington, DC 20055-0001
- Mr.
- Raymond K-. Lorson-NRC Senior Resident Inspector 49-NR-North Atlantic Energy. Service Corporation Post Office ~ Box 300 Seabrook,'NY 03874-0300 i
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4-p Nuclear RegulatoryjCommission
-June 17, 1999' Page'3-Mr.JJames.W. Anderson,oProject Manager
.' Project. Directorate I-2 Division.of1 Licensing Project Management ,
Office'of theLNuclear' Reactor Regulation U.S. Nuclear Regulatory Commission j Washington,.DC 20055-0001- l Mr. A.C. Cerne NRC Senior. Resident Inspector i Millstone Unit 3 i Millstone Nuclear Power-Station
~P.O. Box ~128 Waterford, CT 06385-0128 I'
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REQUEST FOR ADDITIONAL INFORMATION PROPOSED MERGER OF NEES AND NATIONAL GRID Request No.1 Pages 1 and 33 of the application and Exhibit F. With reference to the requirements of 10 C.F.R. 50.33(d), some additional information is needed, as follows:
Request No. l A.
Page 1. This page shows where NEES and National Grid are incorporated, but the State where NEP is incorporated, as required in item (3)(i) of 10 C.F.R. 50.33(d),
was not found on page 1 or elsewhere in the application. Please provide the State ofincorporation ofNEP.
Response
NEP is incorporated in Massachusetts.
Request No. IB.
Exhibit F. This exhibits shows the addresses for each principal officer and member of the Board of Directors of NEP, NEES, and National Grid, but information stating the citizenship of each principal officer and Board of Directors member, as required in item (3)(ii), is not found in Exhibit F or elsewhere. Please provide the citizenship of each current NEP, NEES, and National Grid principal officer and director.
Response
The current principal officers and directors of NEP and NEES are United States Citizens.
The current directors, non-executive directors and general managers of National Grid are:
1 Directors: J David Jefferies UK citizen James Ross (Deputy Chairman) UK citizen David Jones UK citizen Stephen Box UK citizen Wob Gerretsen Dutch citizen i Roger Unvin UK citizen
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Non-Executive Directors:
Bob Faircloth US citizen John Grant UK citizen Richard Reynolds UK citizen Malcolm Williamson UK citizen General Managers:
Charles Davies UK citizen John Scott UK citizen JeffScott UK citizen John Irgin UK citizen Carl Lomas UK citizen John Lowen UK citizen Fiona Smith UK citizen Margaret Stewart UK citizen -
Bryan Hall UK citizen Dennis Elsey UK citizen Steven Marshall UK citizen Nick Winser UK citizen Request No. IC.
Page 33. This page has a parenthetical statement that the full NEP Board of Directors "may include British citizens." Please provide any information that may be known regarding the proportion of U.S. and non-U.S. directors on the NEP i
. board following the National Grid acquisition. (Note: The NRC staffis aware I that the proposed Special Nuclear Committee has been designed to negate the potential for foreign control of NEP's nuclear activities, but information regarding any known composition of NEP's Board following the acquisition would be useful
= for the staffs review.) Also, please provide information regarding any known :
future composition (in relation to citizenship) of the boards of NEES and National j Grid. Such information could be shown as any known proportion of U.S. and non-U.S. directors, or in other ways, such as the authorized number of directors on each board and any restrictions on the number of U.S. or non-U.S. citizens on these boards.
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Response
NEW ENGLAND POWER COMPANY (Post NEES/ National Grid Merger)
Officers . .
l Chairman & CEO Peter G. Flynn 25 Research Drive Westborough, MA USCitizen Transmission Group !
Executive & President Ian Davis Kirby Corner Road Coventry UK Citizen Nuclear Group Executive
& Vice President James S. Robinsen - 25 Research Drive Westborough, MA US Citizen Vice President Michael E. Jesanis 25 Research Drive Westborough, MA US Citizen
- Vice President Cheryl A. LaFleur 25 Research Drive Westborough, MA US Citizen Vice President John F. Malley 25 Research Drive Westborough, MA US Citizen Vice President Masheed H. Rosenqvist 25 Research Drive Westborough, MA US Citizen Treasurer John G. Cochrane 25 Research Drive Westborough, MA US Citizen Clerk Gregory A. Hale 25 Research Drive Westborough, MA US Citizen
' Assistant Treasurer and Controller Howard W. McDowell 25 Research Drive Westborough, MA US Citizen Assistant Clerk Kirk L. Ramsauer 25 Research Drive Westborough, MA US Citizen Directors Ian Davis National Grid House Kirby Corner Road Coventry UK Citizen Peter G. Flynn- 25 Research Drive Westborough Massachusetts US Citizen Michael E. Jesanis 25 Research Drive Westborough Massachusetts US Citizen l Cheryl A. LaFleur - 25 Research Drive Westborough Massachusetts US Citizen l James S. Robinson 25 Research Drive Westborough Massachusetts US Citizen Richard P. Sergel 25 Research Drive Westborough Massachusetts US Citizen j 2 independent nuclear /public policy experts US Citizens N_FW ENGLAND ELECTRIC SYSTEM (or successor corporation)
Officers Chairman David Jones Kirby Corner Road Coventry UK Citizen President & CEO Richard P. Sergel 25 Research Drive Westborough, MA US Citizen Sr. Vice President and Secretary - Cheryl A. LaFleur 25 Research Drive Westborough, MA US Citizen Sr. Vice President Michael E. Jesanis 25 Research Drive Westborough, MA US Citizen Vice President David C. Kennedy 25 Research Drive Westborough, MA US Citizen Vice President and Treasurer John G. Cochrane 25 Research Drive Westborough, MA US Citizen Assistant Secretary Fiona B. Smith Kirby Comer Road Coventry UK Citizen m
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Directors
)- Stephen Box National Grid House Kirby Comer Road Coventry UK Citizen l Michael F. Jesanis 25 Research Drive Westborough Massachusetts US Citizen L David Jones National Grid House Kirby Corner Road Coventry UK Citizen Cheryl A. LaFleur 25 Research Drive -Westborough Massachusetts US Citizen Robert G. Powderly 25 Research Drive Westborough Massachusetts US Citizen l- Lawrence J. Reilly - 55 Bearfoot Road Northboro Massachusetts US Citizen Richard P. Sergel 25 Research Drive Westborough Massachusetts US Citizen Fiona B. Smith National Grid House Kirby Corner Road Coventry UK Citizen Roger Urwin National Grid House Kirby Corner Road Coventry UK Citizen NATIONAL GRID GROUP Directors James Ross, Chairman UK Citizen 3 David Jones, Chief Executive UK Citizen l Stephen Box, Finance Director UK Citizen {
Roger Unvin, Managing Director, Transmission UK Citizen i Wob Gerretsen, Business Development Director Dutch Citizen l Richard P. Sergel, North American Director US Citizen L Non-Executive Directors 1
John Grant UK Citizen Bob Faircloth US Citizen Richard Reynolds _ UK Citizen l Paul Joskrow US Citizen i
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l- Request No. 2.
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' Page' 13, footnote 9 of the application and Exhibit D (the Agreement and Plan of Merger). There are references to other entities that may possibly be part of the merger transaction, and more details are needed: ,
Request No. 2.A. 4 i
' Page 13, footnote 9. This footnote states that this merger "also may involve
. several intennediate companies or partnerships, all of which, if non-U.S.
companies, would be U.K. or Irish companies, and all of which will be controlled by National Grid." For each such company or partnership that will be involved in J L. the National Grid transaction, please provide the following information as it L applies to each entity: (1) its place ofincorporation and where it does business; (2) the names, addresses and citizenship ofits principal officers, partners, and directors, plus information regarding any known citizenship composition ofits board or partners after the National Grid acquisition; and (3) a statement as to whether it is owned,~ controlled, or dominated by an alien, a foreign corporation, or foreign government, and, if so, give details. Special emphasis should be on descriptions of any non-U.S. entities, including the degree to which they are owned and/cr controlled by National Grid. Please be sure to specify any ,
shareholder or partnership interests greater than 5% in any U.S. or non-U.S. !
intermediate entities, and provide copies of any current Schedules 13D or 13G filed with the Securities and Exchange Commission with respect to.these entities. ,
Please also describe the post-transaction relationship between each such entity and i l NEES and NEP, including, but not limited to, whether the entity will be a direct or indirect parent of NEES and NEP, or whether the entity will be a sister company or affiliate of NEES and NEP.
Response
. Afler the merger is approved, there will be five intermediary companies. They will include: National Grid (US) Holdings Limited, incorporated in England; National Grid (US) Investments, incorporated in England; National Grid (Ireland)1 Limited, incorporated in Ireland; National Grid (Ireland)2 Limited,
' incorporated in Ireland; and National Grid General partnership, incorporated in Delaware. In addition, it is anticipated that immediately after the acquisition
- NEES, which is currently organized as a Massachusetts Business Trust, will be converted into a " company" for tax purposes. Thus, NEES will merge into NEES Holdings, Inc., a c-corporation, with NEES Holdings, Inc. being the surviving entity. The post-acquisition capital structure of NEES Holdings, Inc. will be identical to the capital structure of NEES. NEES Holdings, Inc. therefore will replace NEES. A diagrarn of the corporate structure following the merger is attached as Appendix A. None of the intermediary companies have filed Schedule 13D or 13G The names and identities of the officers and directors are not determined at this time. However, all officers and directors will be citizens of the United States, the United Kingdom or a member state of the European Union.
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I None of the companies will be under the control of any person other than the ,
National Grid Group. These companies will be all either directly or indirectly )
wholly owned by the National Grid Group.
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, Request No. 2B.
Exhibit D. Furthermore, it is noted on pages 1 and 42 of Exhibit D that references are made, respectively, to IOSTA LLC, as being the Massachusetts limited liability company with which NEES is to merge, and to the possibility of the l restructuring of the merger subject to certain conditions (including obtaining all necessary third party approvals). Since IOSTA LLC is not mentioned in the
. application specifically as a current intermediate company in the merger l transaction please specify whether or not it is still in existence or ifit has been replaced in toto by NGG Holdings LLC. Please clarify the specific relationship of IOSTA LLC and NGG Holdings LLC and any other relationships among any
- other entities that will be involved in the acquisition.
Response
In order to avoid inadvertent disclosure while the deal was still being negotiated, the LLC was organized under a completely arbitrary name, Iosta LLC, and the 99% parent l
- company under the name Iosta, Inc. Both entities subsequently changed their names to l NGG Holdings LLC and NGG Holdings,Inc., respectively. Iosta LLC and NGG l Holdings LLC are one and the same entity --just a simple name change. 3 i
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Request No. 3 l
Page 12. It is stated that HSBC Investment Bank plc, of Hong Kong, owns 11.6% of National Grid's issued share capital, and that the Prudential Corporation Group of Companies owns 6.1%. Please list any other known shareholders owning more than 5%
- of NEES' common stock or any class of stock and what percentage of such shares they l own. Please provide the same information for any other companies involved in the merger.
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Response
At this time, the Prudential Corporation Group of Companies owns a 4.9 percent interest. The only other shareholder owning above 5 percent is the T. Rowe Price Trust Company which maintains the employer benefit trusts. The T. Rowe Price Trust Company disclaims beneficial ownership of all such shares. As of December 31,1998 it owned 4,740,729 shares, which represents an 8% interest.
Neither HSBC Investment Bank plc, of Hong Kong nor T. Rowe Price Trust Company holds their shares for purposes of control.
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Request No. 4 With reference to Sections 2.2 and 4.2 of the NRC draft Standard Review Plan on Foreign Ownership, Control, and Domination, please provide the following information regarding NEP and NEES.
Request No. 4A. l Executive management positions held by non-U.S. citizens. -
Response
I l None.
Request No. 4B.
l The ability of foreign entities to control the appointment of executive management.
Response
None, i l
l Request No. 4C.
Whether NEP or NEES is indebted to foreign interests or has contractual or other agreements with foreign entities that may affect their control.
Response
No.-
Request No. 4D Any interlocking director or principal officer relationships with foreign companies.
'_ Response:
None.
1 Request No. 4E l
l If the equity securities of NEES and of any proposed post-merger direct or indirect parent of NEES are of a class which is registered pursuant to the Securities Exchange Act of 1934, please provide copies of all current Securities and Exchange Commission (SEC)
Schedules 13D and 13G.
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1 Response: )
There is no Schedule 13D.
Schedule 13G is attached. ,
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APPENDIX A ,
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i ZIP: 94404 l BUSINESS PHONE: 6503123000 MAIL ADET.?SS:
JTIET 1: FRANKLIN RESOURCES INC STREET 2: 901 MARINERS ISLAND BLVD 6TH FLOOR I
CITY: SAN MATEO STATE: CA ZIP: 94404
</SEC-H:' DER >
< DOCUMENT >
< TYPE >SC 13G/A
< SEQUENCE >1-
< TEXT >
CUSIP NO. 644001109 13G j UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G i Under the Securities Exchange Act of 1934 (Amendment No. 2)
New England Electric System (Name of Issuer)
Common (Title of Class of Securities) 644001109 (CUSIP Number)
- The remainder of this cover page shall be filled out for a reporting person's init.al filing on this form with respect to the subject class of securities, and for any subsequent a.nendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder o. this cover page shall not be deemed to be ' filed" for the purpose of Section 18 of tlie ,
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
- 1. NAME OF RCPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc.
- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X http://www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99
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- 3. SEC USE ONLY
- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
- 5. SOLE VOTING POWER (See Item 4)
- 6. SHARED VOTING POWER (See Iten 4)
- 7. SOLE DISPOSITIVE POWER (See Item 4)
- 8. SHARED DISPOSITIVE POWER (See Item 4)
- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,272,100 I 1
- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES l CERTAIN SHARES [ ] l 1
- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5% ,
- 12. CYPE OF REPORTING PERSON 1
HC (See Item 4)
- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles B. Johnson
- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
- 3. 'SEC USE ONLY
- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA isDMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
- 5. SOLE VOTING POWE'R http 1/www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99
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(See Item 4)
.6. SHARED VOTING POWER (See Item 4)
- 7. SOLE DISPOSITIVE POWER (See Item 4)
- 8. SHARED DISPOSITIVE POWER (See Item 4)
- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,272,100
- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
'11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5%
.12. TYPE OF REPORTING PERSON HC (See Item 4)
- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson, Jr.
- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 1
(a)
(b) X
- 3. SEC USE ONLY
- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: i
- 5. SOLE VOTING POWER I (See Item 4)
- 6. SHARED VOTING POWER I (See Item 4)
- 7. . SOLE DISPOSITIVE POWER (See Item 4)
- 8. SHARED DISPOSITIVE POWER http://www.sec. gov / Archives / edgar / data /71297/0000038777-98 000217.txt 5/21/99
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(See Item 4)
- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,272,100
- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ()
- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5%
- 12. TYPE OF REPORTING PERSON !
l HC (See Item 4) a I
Item 1.
(a). Name of Issuer:
New England Electric System (b) Address of Issuer's Principal Executive Offices:
25 Research Drive Westborough, MA 01582 Item 2. ,
(a) Name of Person Filing: l (1): Franklin Resources, Inc.
(ii): Charles B. Johnson (iii): Rupert H. Johnson, Jr.
(b) Address of Principal Business Office:
(i), (ii), and (iii):
777 Mariners Island Boulevard-San Mateo,.CA 94404 (c). Place of Organization or Citizenship:
(1): Delaware (ii) and (iii): USA (d) Title of Class of Securities:
Common (e) CUSIP Number:
644001109 Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
http://www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99
Page 6 of 9 (g) Parent Holding Company j (ii) Charles B. Johnson (g) Principal Shareholder of Parent Holding Company (iii) Rupert H. Johnson, Jr.
(g) Principal Shareholder of Parent Holding Company 3
Item 4. Ownership The securities reported on herein are beneficially owned by one or more open or closed-end investment companies or other managed accounts which are advised by direct and indirect investment advisory subsidiaries (the " Adviser Subsidiaries") of Franklin I Resources, Inc. ("FRI"). Such advisory contracts grant to such l Adviser Subsidiaries all investment and/or voting power ever the j
.se:urities owned by such advisory clients. Therefore, stch Adviser i Oabsidiaries may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial owner of the securities covered by this statement.
Charles B. Johnson and Rupert H. Johnson, Jr. (the " Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI subsidiaries. FRI, the Principal Shareholders and each of the Adviser Subsidiaries disclaim any economic interest ar beneficial ownership in any of the securities covered by this statement.
FRI, the Principal Shareholders, and each of the Adviser Subsidiaries are of the view that they are not acting as a " group" for purposes of Section 13(d) under the 1934 Act and that they are j not otherwise requiled to attribute to each other the " beneficial !
ownership" of securities held by any of them or by any persons or ,
entities advised by FRI subsidiaries. 1 (a) Amount Beneficially owned: j 2,272,100 l
(b) Percent of Class:
3.5%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0
' Franklin Advisers, Inc.: 2,272,100 .
I (ii) Shared power to vote or to direct the vote (iii) Sole power to dispose or to direct the disposition of l
Franklin Resources, Inc.: 0 l Charles B. Johnson: 0 l Rupert H. Johnson, Jr.: 0 http://www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99 L
I Page 7 of 9 Franklin Advisers, Inc.: 2,272,100 l (iv) Shared power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( X ).
-Item 6. Ownership of More than Five Percent on Behalf of Another Person The clients of the Adviser Subsidiaries, including investment companies registered under the Investment Company Act of 1940-and other managed accounts, have the right to receive dividends from as well as the proceeds from the sale of such securities reported on in this statement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Franklin Advisers, Inc. 3(e)
Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group I
Not Applicable Item 10. Certification By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such ,
purposes or effect. l i
This report shall'not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report.
1 After reasonable inquiry and to.the best of our knowledge and j belief, we certify that the information set forth in this statement is true, complete and correct. I January 30, 1998 Franklin Resources, Inc.
Charles B. Johnson Rupert H. Johnson, Jr I http://www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99 m.
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l S\LESLIE M. KRATTER l l
l By: Leslie M. Kratter j i
Vice President, Franklin Resources, Inc.
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Attorney in Fact for Charles B. Johnson pursuant to Power of I Attorney attached to this Schedule 13G Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G l
1 JOINT FILING AGREEMENT ;
i In accordance with Rule 13d-1 (f) (1) under the Securities Exchange I Act of 1934, as amended, the undersigned hereby agrees to the joint filing with each other of the attached statement on Schedule 13G 1 and to all amendments to such statement and that such statement and all amendments to such statement ic made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on January ?.0.
1998.
Franklin Resources, Inc.
Charles B. Johnson j Rupert H. Johnson, Jr. !
'S\LESLIE M. KRATTER I
By: Leslie M. Kratter Vice President, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G !
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G POWER OF ATTORNEY CHARLES 3. JOHNSON hereby appoints LESLIE M. KRATTER his true and lawful attorney-in-fact and g7nt to execute and file with the Securities and Exchange Comi4ssion any Schedule 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an http://www.sec. gov / Archives / edgar / data /71297/0000038777-98-000217.txt 5/21/99
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! officer, director or shareholder of Franklin Resources, Inc. and, i granting unto said attorney-in-fact and agent, full power and !
authority to do and perform each and every act and thing which he j might or could do in person, hereby ratifying and confirming all l that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
S\ CHARLES B. JOHNSON 1
POWER OF ATTORNEY l RUPEF.T.H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commissi'on any Schedule 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and-confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
S\RUPERT H. JOHNSON, Jh.
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DEPARTMENT OF THE TREASURY
- WASHINGTON, D.C. 2o220 JlLE-00PY April 29,1999 Paul K. Connolly, Esq.
LeBoeuf, Lamb, Green & MacRae L.L.P.
260 Franklin Street Boston, MA. 02110-3173 Re: CFIUS Case 99-16: The National Grid Group ole (UKVNew England Electic System
Dear Mr. Connolly:
A letter dated March 30,1995, informed the Committee on Foreign Investment in the United States ("CFIUS") of the prop 0 sed acquisition of all the issued and outstanding common shares of New England Electric System by The National Grid Group plc, a United Kingdom corporation.
As you know, section 721 of the Defense Production Act authorizes the President or the President's designee to review certain mergers, acquisitions and takeovers which could result in foreign control of persons engaged in interstate commerce in the United States. Executive Order 12661, signed December 27,1988, designates the Committee on Foreign Investment in the United States to receive notices and initiate investigations under section 721.
CFIUS has reviewed the information submitted to it regarding the proposed transaction. Based on this review, CFIUS has determined that there are no issues of national security sufficient to warrant an investigation under section 721. Therefore, I am writing as staff chairman of CFIUS to advise you thr.t action under section 721 is concluded with respect to this transaction.
Sincerely, I
Q w w a lu A t
om b HahwellSills Director, Office of IntemationalInvestment k
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, 8 7 FERCH 61,28 7 UNITED STATES OF AMERICA -
FEDERAL ENERGY REGULATORY COMMISSION Before Commissioners: James J. Hoecker, Chairman; !
Vicky A. Bailey, William L. Massey, Linda Breathitt, and Curt Hsbert, Jr.
j New England Power Company; )
i Massachusetts Electric Company; )
The Narragansett Electric )
Company; New England Electric )
Transmission Corporation; New )
2ngland Hydro-Transmission ) Docket No. EC99-49-000 Corporation; New England Hydro- )
Transmission Electric Company, )
Inc.; ALLEnergy Marketing )
Company, L.L.C.; NGG Holdings )
LLC )
PROPERTY OF THE OnDEa APPaOvING MEaGEa PUBUC REFERENCE (Issued June 16, 1999) DO NOT REMOVE On March 10, 1999, as supplemented March 22, March 31, April 7, April 14, April 27, and May 27, 1999, New England Power Company (NEP) , its affiliates holding jurisdictional assets (collectively, the NEES Companies) 1/, and NGG Holdings LLC (NGG)
(collectively, Applicants) filed an application under section 203 of the Federal Power Acc (FPA) 2/ for approval of the merger of NGG into New England Electric System (NEES) .1/ NEES is the 1/ The NEES Companies are: Massachusetts Electric Company (Mitssachusetts Electric); The Narragansett Electric Company (Narragansett); New England Electric Transmission Corporation (New England Electric); New England Hydro-Transmission Corporation (New England Hydro); New England Hydro-Transmission Elecnric Company, Inc. (New England Hydro-Electric); and AILEnergy Marketing Company, L.L.C.
2/ 16 U.S.C. S 824b (1994).
1/ Joint Application of New England Power Company, et al.,
for Approval of Merger and Related Authorizations (Application) at 1.
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holding company for the NEES Companies. dGG is an indirect wholly-owned subsidiary of the National Grid Group plc (National Grid). A/ Through the merger, NEES, entity, and the NEES Companies will become the indirectwhich will be the surviving subsidiaries of National Grid. 5/
As discussed below, the Commission has reviewed the proposed merger under the Commission's Merger Policy Statement. 5/ In this order, we will approve the merger as proposed. !
I. Backgraand A. Rescription of the Parties to the Merger 2/
- 1. NEES NEES is a registered public utility holding company headquartered in Westborough, Massachusetts whose affiliates own and operate electric transmission and distribution assets and
- market electric energy and related services in New England. The affiliates that deliver electric energy serve about 1.3 million customers in Massachusetts, Rhode Island, and New Hampshire.
Other services. NEES subsidiaries offer telecommunications and other NEES does the Commission's not directly own any facilities subject to jurisdiction.
- a. NEE NEES's wholly-owned subsidiary NEP is a public utility organized and operated under the laws of Massachusetts. NEP owns and operates about 2,400 miles of transmission facilities located A/ Id. at 1-2.
5/ Id at 2.
5/ Inquiry Concerning the Commission's Merger Policy Under the Federal Power Act; Policy Statement, Order No. 562, 61 Fed. Reg. 68,595 (1996), FERC Statutes and Regulations, 1 31,044 (1996), reconsideration denied, Order No. 592-A, 62 Fed. Reg. 33,341 (1997), 79 FERC 1 61,321 (1997) (Merger Policy Statement) .
2/ Applicants describe the parties to the merger in the Application at 7-14 and Attachment 1 at 2-6.
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'in Massachusetts, New Hampshire, and Vermont. NEP has disposed of almost all of its non-nuclear generating assets. H/
- b. NEP Affiliates - The NEES Distribution and Transmission Comnanies NEES wholly owns the following distribution companies:
Massachusetts Electric, Granite State Electric Company (Granite State), Nantucket Electric Company (Nantucket) , and Narraqansett.
1/ Other NEES affiliates own and operate transmissich facilities interconnecting New England and Quebec. These affiliates include New England Electric, New England Hydro, and New England Hydro-Electric. 1H/
C. AllEnergy Marketing Company. L.L.C.
NEES, through its subsidiary, NEES Energy, Inc., owns 100 percent L.L.C.,
of the votin3 stock of AllEnergy Marketing Company, a power marketer that sells eleccric energy, natural gas and heating oil to commercial, industrial and residential .
consumers in the Northeast and markets propane, fuel oil and other liquid fuels through its subsidiary, Texas Fluids.
AllEnergy also sells fuel oil through its PAL and Griffith operating divisions.
- 2. National Grid National Grid originated in 1990 as part of the privatization of the electric industry in England and Wales.
National Grid and its subsidiaries own and operate the transmission system in England and Wales and the interconnections between this system and Scotland and France. Through its subsidiary, National Grdd Company, plc (NGC), National Grid matches the generation of' electric energy with demand on a real time basis. NGC also facilitates the trading of power in the H/ On September 1, 1998, as part of the electric industry restructuring efforts of several New England states, NEP completed divestiture of its fossil and hydroelectric generation assets and its power purchase contracts'to U.S. Generating Company. NEP still owns a 9.3 percent share in an oil-fired generating unit, which it is attempting to sell. See Application at 7 and n.10; Attachment 1 at 3-4.
1/ Neither Granite State nor Nantucket owns any jurisdictional facilities. Application at 9, n.11.
In/ New England Electric is a wholly-owned subsidiary of NEES, which owns majority interests in New England Hydro and New England Hydro-Electric.
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electric energy market in England and Wales. In particular, NGC manages the daily bidding system for generators desiring to sell power, calculates market prices and payments due by individual traders, and manages the transfer of funds to settle the trades of electric energy.
Through subsidiaries, National Grid also owns and operates transmission assets outside of the United Kingdom. Specifically, National Grid indirectly owns 41.25 percent of the Power Division of Zambia Consolidated Copper Mines, and, as part of a joint venture with the Karnatka Electricity Board, National Grid will build a transmission line in southern India. Neither National Grid nor any of its subsidiaries owns or operates transmission assets in the United States, Canada, or Mexico.
National Grid has almost no assets in the United States, 11/ and has no assets in the markets that the NEES Companies or their affiliates serve, nor does National Grid engage in any activity in any United States utility markets.
41.25National percentGrid Overseas partner Limited (National Overseas) is a in Citelec, S.A., which owns a substantial share in, and is the registered operator for, the Transener electric transmission network in Argentina, representing 95 percent of the Argentine high voltage system. National Overseas is also part of a consortium that will construct a new communications network in Brazil, intended to cover the major population centers of that country.
NGG is a wholly-owned indirect subsidiary of National Grid.
National Grid formed NGG for the purpose of merging into NEES and effecting the merger.
B. Description of Proposed Merger The Merger Agreement establishes that NEES would merge with NGG, with NEES continuing as the surviving corporation.
Applicants would cancel NEES's outstanding shares upon completion of the merger, and its shareholders would receive a cash payment of $53.75 per share (subject to upward adjustment). The total purchase price would be about $3.2 billion. Applicants would convert each one percent interest in NGG into a share of the surviving company. As a result of the merger, NEES would be a wholly-owned subsidiary of National Grid, 11/ In the United States, National Grid owns Teldata, Inc.,
which offers automatic meter reading and related services.
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NEES would remain a registered public utility holding company under the Public Utility Holding Company Act (PUHCA) 12/
and would be wholly-owned by National Grid, which itself would register as a public utility holding company. 11/ National Grid's other utility subsidiaries operating in the United Kingdom and companyelsewhere outside status under the United States will seek foreign utility PURCA.
The NEES corporate headquarters would remain in Massachusetts and NEES and its operating subsidiaries would retain their separate corporate status and names following the merger. 1A/
l II. Notice of Filing. Interventions. and Annwers Notices of Applicants' merger filing and amendments were published in the Federal Register, 64 Fed. Reg. 13,984 (1999),
64 Fed. Reg. 25,031 (1999), and 64 Fed. Reg. 30,324 (1999), with comments, 1999. interventions, and protests due on or before June 10, :
The New Hampshire Public Utilities Commission (New Hampshire Commission) filed a timely notice of intervention, raising no substantive issues.
The Office of Energy and Community Services of the State of New Hampehire (New Hampshire Energy and Community Services),
Northeast Utilities Services Company (Northeast Utilities), U.S.
Generating Company (U.S. Generating) , the Attorney General of the 4
State of Rhode Island and the Rhode Island Division of Public Utilities and Carriers (Rhode Island), and the Massachusetts Department of Telecommunications and Energy filed timely motions to intervene, raising no substantive issues.
12/ 15 U.S.C. S 79 et seg. (1994).
11/ Application at 17.
Between National Grid and NEES there will be one or more intermediate entities,.
wholly-owned, directly or indirectly, by National Grid.
. Applicants explain that United Kingdom companies with foreign subsidiaries usually use this type of structure "to avoid losing United Kingdom tax relief for foreign taxes paid on profits repatriated to the United Kingdom, and to minimize taxes on the repatriation of foreign subsidiary profits." Application at 18.
Applicants maintain that "[t]he structure will have no impact on the control of NEES[,] nor will the structure affect the financial integrity of NEES or its relationship with National Grid." Id.
11/ Application at 18.
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, III. Discussion '
A. Procedural Matters I
Pursuant to Rule 214 of the Commission's Rules of Practice and Procedure, 15/ the timely, unopposed notice of intervention and motions to intervene serve to make the New Hampshire Commission, New Hampshire Energy and Community Services, Northeast Utilities, U.S. Generating, Rhode Island and the j Massachusetts Department of Telecommunications and Energy parties to this proceeding. 4 j
B. Stand..rd of Review Section 203 (a) of the Federal Power Act (FPA) 1E/ provides, in relevant part, as follows:
No public utility shall sell, lease, or otherwise dispose of the whole of its facilities subject to the jurisdiction of the Commission, or any part thereof of a value in excess of $50,000, or by any means whatsoever, directly or indirectly, merge or consolidate such facilities or any part thereof with those of any other person, or purchase, acquire, or take any security of any other public utility, without first having secured an order of the Commission authorizing it to do so.
Under section 203 (a), the Commission must approve a proposed merger'if it finds that the merger "will be consistent with the public interest." 12/
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In 1996, the Commission issued its Merger Policy Statement updating and clarifying its procedures, criteria and policies applicable to public utility mergers. 1H/ The Merger Policy Statement provides that the Commission will generally take account of three factors in analyzing proposed mergers: (a) the effect on competition; (b) the effect on rates; and (c) the j effect on regulation. I l
For the reasons discussed below, we find that Applicants' proposed merger is consistent with the public interest. <
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15/ 18 C.F.R. S 385.214 (1998). !
1E/ 16'U.S.C. S 824b (1994). '
12/ 16 U.S.C. S824b (1994).
-la/ See supra note 6. I i
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7-Accordingly, we will approve the merger without further investigation.
C. Effect on competition
- 1. Applicants' Analysis Applicants point out that neither National Grid nor any of its subsidiaries provides transmission or distribution services in any geographic area that overlaps with the areas that the NEES Companies serve. NEES affiliates provide transmission and distribution services solely in the northeastern United States.
National Grid and its subsidiaries do not provide transmission or distribution services in North America. NEES transmission or distribution customers cannot turn to National Grid or its subsidiaries as alternate providers of service.
Applicants further note that the NEES companies do not provide electric generation services in any geographic area that overlaps the areas that National Grid or its subsidiaries serve. !
Applicants state that NEP has sold nearly all of its generation assets and is attempting to sell the remainder. Applicants '
observe that NEP's few remaining generation interests are located in New England; they note that neither National Grid nor any of its subsidiaries owns or controls any generation facilities located in New England.
Applicants state that because National Grid, its subsidiaries and the NEES Companies do not provide any products or services in any overlapping relevant markets, the proposed merger is not a horizontal merger and will not result in the elimination of a competitor in any market. They submit that the acquisition of NEES by National Grid will not result in competitive harm through the creation or enhancement of market power. la/
Applicants also conclude that the proposed merger does not raise any vertical competitive concerns because: (1) they do not supply inputs used in the generation or delivery of electric products or services in common geographic regions and (2) since NEEL continues to provide service under open access tariffs, the merger will not affect the ability of the merged company to restrict access to NEES' transmission or distribution assets. 2D/
12/ Application, Attachment 1 at 7-8.
2h/ Declaration of Henry J. Kahwaty, at 10.
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- 2. Commission Determination In the Merger Policy Statement, the Commission adopted the Department of Justice / Federal Trade Commission Merger Guidelines (Guidelines) as our basic framework for analyzing the effect on i' competition of a proposed horizontal merger. 21/ The Merger Policy Statement adopted a five-part analytic screen and set forth the conditions under which the Commission would set the I issue of competition for hearing. 22/ The Commission also stated in the Merger Policy Statement that:
it would not be necessary for merger applicants to perform the screen analysis or file the data needed for the screen analysis in cases where the merging firms do not have facilities or sell relevant products in common geographic markets. In these cases, the proposed merger will not have an adverse competitive impact
( i . e ... , there can be no increase in the applicants' market power unless they are selling relevant products I in the same geographic markets) so there is no need for a detailed data analysis. 21/ '
The Commission finds that the proposed merger does not raise competitive concerns, and notes that no intervenor argues to the contrary. We agree with Applicants that a screen analysis is unnecessary because the merging firms clearly do not have facilities or sell relevant products in common geographic markets. As a result, the proposed merger does not eliminate a competitor and therefore raises no potential horizontal competitive concerns. We also find that because Applicants do i'
not supply inputs used to produce electricity products and do not sell electricity products in common geographic markets, the merger raises no vertical competitive concerns. ;
D. Effect on Rates The Merger Policy Statement explains our concern that there be adequata ratepayer protection from adverse rate effects as a result of a merger. It describes various commitments that may be acceptable means of protecting ratepayers, such as hold harmless 4
I 21/ Merger Policy Statement at 30,117-18.
22/ Id , at 30,119. Appendix A of the Policy Statement i j
provides a detailed illustrative description of the '
analytic screen.
22/ Id., at 30,136.
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provisions, open seasons for wholesale customers, rate freezes, and rate reductions. 21/ .
l According to the application, the proposed merger will have !
no adverse effect on rates. With respect to wholesale generation l rates, no adverse effects will occur because NEP has divested virtually all of its generation assets (and plans to sell the remainder). NEP currently makes only limited wholesale sales, and the arrangements governing those sales are unaffected by the merger. 25/ With respect to transmission rates, the NEES companies will continue to provide transmission service under t currently effective open access transmission tariffs. Applicants note that there will be an acquisition premium and transaction costs associated with their proposed merger that Applicants may push down to the operating companies. 2E/ However, Applicants commit not to attempt to recover these merger-related costs through rates without first receiving specific regulatory approval to do so. 22/ Applicants assert that their ratepayers will be held harmless and thus, that the Commission's ratepayer protection goals are met.
Intervenors raise no rate or ratepayer protection is' sues.
Upon consideration of the above, we conclude that the proposed merger will not adversely affect rates.
E. Effect on Rea_ulation i As explained in the Merger Policy Statement, the !
Commission's primary concern with the effect on regulation of a proposed merger involves possible changes in the Commission's jurisdiction when a registered holding company is formed, thus invoking the jurisdiction of the Securities and Exchange ;
Commission (SEC). We are also concerned'with the effect on state 21/ Merger Policy Statement at 30,123-24.
25/ According to the application, NEP retains its existing wholesale requirements tariff and associated service agreements with its former large wholesale customers, but only to provide a mechanism to allow recovery of certain costs that it is permitted to recover from those customers consistent with various restructuring settlements. Application at 23.
26/ Application at 24.
22f Application at 25.
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Docket No. EC99-49-000 regulation where a state does not have authority to act on a merger. 2H/
With respect to federal regulation, Applicants note that NEES is currently a registered holding company under PUHCA.
Applicants state that, as a result of the proposed merger, ,
1 National Grid will also become a registered holding company under PUHCA. 22/ Since a new registered holding company layer will be created above NEES, Applicants commit to follow the Commission's policy regarding intra-corporate transactions between the NEES companies and National Grid and its affiliates. 1D/ National Grid also agrees to make available, upon request by the Commission, all of its publicly available financial information and related books and records as well as all information necessary to support the pricing for the sales of goods and services between the National Grid companies and the NEES companies. 11/ ;
Applicants state that the proposed merger will have no adverse effect on state regulation. Applicants maintain that each of the NEES operating companies subject to state regulation before the merger will continue to be subject to that regulation after the merger. Furthermore, Applicants note that filings will be made with all states that either require them or request them.
There is no indication that any state lacks authority to regulate this merger and no state has raised any concern about the effect on regulation. 12/
Intervenors, including the public utility commissions of the States of New Hampshire and Rhode Island, raise no issues concerning the merger's effect on regulation. 11/
When a public utility is acquired by another company, whether a domestic company or a foreign company, the Commission's ability to adequately protect public utility ratepayers against 1E/ Merger Policy Statement at 30,124-25.
21/ Application at 26.
In/ Application at 26. .
11/ Application at 27, n. 38, 12/ See Merger Policy Statement at 32,125. See also Application at 27.
11/ Furthermore, we note that the New Hampshire Commission found that it has jurisdiction over aspecta of the proposed merger and has set the proposed merger for hearing; NHPUC Order No. 23,202, issued April 21, 1999.
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F3 Docket No. EC99-49-000 inappropriate cross-subsidization may be impaired absent access to the parent companies' books and records. Section 301(c) of the FPA gives the Commission authority to examine the books and records of any person who controls, directly or indirectly, a jurisdictional public utility insofar as the books and records relate to transactions with or the business of such public utility. 2A/
In this case National Grid has made a commitment to make available to the Commission financial information and books and records necessary to support intracorporate transactions between National Grid companies and NEES companies. We construe this commitment as agreeing to provide the Commission access to all books and records within the lawful scope of section 301(c) of the FPA and our approval of the proposed acquisition is based on this understanding. 15/
In light of the discussion above, we find that the proposed merger will not have any adverse effect on regulation.
F. Accountino Issues Applicants state that they will record the merger using the purchase method of accounting in accordance with Accounting Principles Board Opinion No. 16. The Commission, in previous applications, has approved the use of the purchase method of accounting. 1H/ We have no basis to dispute Applicants' use of the purchase method of accounting and therefore approve its use. j 11/ Section 301(c) of the FPA, 16 U.S.C. S 825(c) (1994),
provides that:
The books, accounts, memoranda, and records of any person who controls, directly or indirectly, a licensee or public utility subject to the jurisdiction of the Commission, and of any other company controlled by such person, insofar as they relate to transactions with or the business of such licensee or public utility, shall be subject to examination on the order of the Commission.
15/ As we noted earlier, NEES will remain, and National Grid will become, registered public utility holding companies, subject to the applicable laws and policies of the United States.
1E/ Entergy Services, Inc. and Gulf States Utilities Company, Opinion No. 385, 65 FERC 1 61,332 (1993),
order on reh'g, Opinion No. 385-A, 67 FERC 1 61,192 (1994), order on compliance filing, 85 FERC 1 61,356 (1998).
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Applicants propose to recognize " goodwill" consisting of an acquisition premium of approximately F1.6 billion plus related transaction costs. They. propose to record the goodwill on the books of the non-jurisdictional holding company and have not decided whether to push down goodwill to the jurisdictional subsidiaries. Because Applicants have not made this decision, the potential effects of such a decision on the accounting records of the FERC-jurisdictional public utilities is unclear.
However, Applicants commit to submit their proposed accounting entries to the Commission for approval within six months after the merger is consummated. According to Applicants, this submission will provide all accounting entries necessary to reflect the merger, along with appropriate narrative explanations describing the bases for the entries. 12/
We will direct Applicants to inform the Commission of any change in the circumstances that would reflect a departure from the facts that we have relied on in approving the merger accounting. We will also direct Applicants to submit their proposed accounting for the merger within six months of the date of consummation of the merger.
The enmmission orders:
(A) Applicants' proposed merger is hereby approved subject to the commitments and conditions discussed in the body of thir order.
(B) The purchase method of accounting for the proposed transaction is hereby approved. Applicants must promptly inform the Commission of any change in the circumstances that would reflect a departure from the facts the Commission has relied upon in approving the merger accounting.
(C) Applicants shall submit their proposed accounting for the merger consistent with the body of this order within six months of the date of consummation of the merger.
(D) The foregoing authorization is without prejudice to the authority of the Commission or any other regulatory body with respect to rates, services, accounts, valuation, estimates or determinations of cost, or any other matter whatsoever now pending or which may come before the Commission.
I (E) 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.
22/ Application at 29.
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(F) The Commission retains authority under section 203(b) of the FPA to issue supplemental orders as appropriate.
(G) Applicants shall advise the Commission within 10 days of the date on which the merger is consummated. !
By the Commission.
(SEAL)
'nwood A. Watson, ,
Acting Secretary.
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