ML20212H666
| ML20212H666 | |
| Person / Time | |
|---|---|
| Site: | Millstone, Seabrook  |
| Issue date: | 06/15/1999 |
| From: | Harrison J NRC (Affiliation Not Assigned) |
| To: | Behrends S LEBOEUF, LAMB, LEIBY & MACRAE |
| References | |
| TAC-MA5067, TAC-MA5072, NUDOCS 9906280061 | |
| Download: ML20212H666 (8) | |
Text
June 15, 1999 S' mu:1 Behr:nds. Esq.
a
(
Counsel for Th3 National Grid Group plc l
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1875 Connecticut Avenue, N.W.
Washington, DC 20009-5728
SUBJECT:
REQUEST FOR AUDITIONAL INFORMATlON REGARDING THE I
APPLICATION FOR APPROVAL REGARDING THE PROPOSED CORPORATE I
MERGER OF NEES AND NATIONAL GRID - SEABROOK STATION, UNIT NO.1 (TAC NO. MA5072) AND MILLSTONE, UNIT NO. 3 (TAC NO. MA5067)
)
Dear Mr. Behrends:
l l
Enclosed is a Request for Additional Information (RAl) regarding your application dated March 15,1999. The application (pursuant to 10 CFR 50.80) seeks approval of the proposed indirect transfer of the Facility Operating License for Seabrook Station, Unit No.1, to the extent held by New England Power Company (NEF), and the proposed indirect transfer of the Facility Operating License for Millstone, Unit No. 3, to the extent also held by NEP. The indirect transfer would be to The National Grid Group plc (National Grid) resulting from the planned merger of National Grid and New England Electric System, the parent company of NEP.
Ph.ase respond to the enclosed questions so that we may complete our review in a timely manner. The enclosed questions were discussed with you and Mary A. Murphy on May 24,1999. During that discussion, we agreed that your response would be submitted within two weeks of the date of this letter.
If you have any questions regaroing this matter, or if circumstances result in the need to revise the target date, please call me at the earliest opportunity. I may be reached at (301) 415-3199.
Sincerely, original signed by:
John T. Harrison, Project Manager, Section 2 Project Directorate i lI
/
Division of Licensing Project Management
\\
Office of Nuclear Reactor Regulation Docket Nos. 50-423
[t and 50-443
],
Enclosure:
RAI cc w/ encl: See next page
-0 CM##/
DISTRIBUTION:
Docket File SBlack JNakoski PUBLIC JClifford OGC l
PDI-2 Rdg.
JHarrison ACRS JDurr, RI TClark CAnderson, RI l
FILENAME: G:\\PDI-2\\Seabrook\\RAla5072.wpd See previous concurrence OFFICE PM:PDI-2 LA:PDI 2 PM:PDI 2,
RGEB*
OGC*
SC:PDI-9,,
I NAME JHarrb TLCla y
JNakos CAC SHom JClib DATE-6 / 10/99 0 80 /99 (p / D /93 6/3/99 6/03/99 lr /l6 /99 lCIAL RECORD COPY 9906290061 990615 PDR ADOCK 05000423 P
@ *Ecoq p
k UNITED STATES t
g
,g NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20566-0001
\\
/
June 15,1999 Samuel Behrends, Esq.
Counsel for The National Grid Group plc LeBeeuf, Lamb, Greone & MacRae, L.L.P.
187E Connecticut Avenue, N.W.
Washington, DC 20009-5728
SUBJECT:
REQUEST FOR ADDITIONAL INFORMATION REGARDING THE APPLICATION FOR APPROVAL REGARDING THE PROPOSED CORPORATE MERGER OF NEES AND NATIONAL GRID - SEABROOK STATION, UNIT NO.1 (TAC NO. MA5072) AND MILLSTONE, UNIT NO. 3 (TAC NO. MA5067)
Dear Mr. Behrends:
Enclosed is a Request for Additional Information (RAI) regarding your application dated March 15,1999. The application (pursuant to 10 CFR 50.80) seeks approval of the proposed indirect transfer of the Facility Operating License for Seabrook Station, Unit No.1, to the extent held by New England Power Company (NEP), and the proposed indirect transfer of the Facility i
Operating License for Millstone, Unit No. 3, to the extent also held by NEP. The indirect transfer would be to The National Grid Group plc (National Grid) resulting from the planned merger of National Grid and New England Electric System, the parent company of NEP.
Please respond to the enclosed questions so that we may complete our review in a timely manner. The enclosed questions were discussed with you and Mary A. Murphy on May 24,1999. During that discussion, we agreed that your response would be submitted within two weeks of the date of this letter.
If you have any questions regarding this matter, or if circumstances result in the need to revise the target date, please call me at the earliest opportunity. I may be reached at (301) 415-3199.
Sincerely,
- >hn T. Harrison, Project Manager, Section 2 Project Directorate i Division of Licensing Project Management Office of Nuclear Reactor Regulation Docket Nos. 50-423 and 50-443
Enclosure:
RAI cc w/ encl: See next page u
Millston) Nucinr Power St2 tion Unit 3 l
l
'}\\
+
- cc:
Ms. L. M. Cuoco Mr. F. C. Rothen Senior Nuclear Counsel Vice President - Operations Northeast Utilities Service Company Northeast Utilities Service Company P. O. Box 270 P. O. Box 128 Hartford, CT 06141-0270 Waterford, CT 06385 Edward L. Wilds, Jr., Ph.D.
Emest C. Hadley, Esquire Director, Division of Radiation 1040 B Main Street Department of Environmental Protection P.O. Box 549 79 Elm Street West Wareham, MA 02576 Hartford, CT 06106-5127 Mr. James S. Robinson, Manager Regional Administrator, Region l Nuclear Investments and Administration U.S. Nuclear Regulatory Commission New England Power Company 475 Allendale Road 25 Research Drive King of Prussia, PA 19406 Westborough, MA 01582 First Selectmen.
Mr. R. P. Necci-Town of Waterford Vice President - Nuclear Oversight and
+
15 Rope Ferry Road Regulatory Affairs Waterford, CT 06385 Northeast Nuclear Energy Company P. O. Box 128 Mr. Wayne D. Lanning, Director Waterford, CT 06385 Millstone Inspections Office of the Regional Administrator Deborah Katz, President 475 Allendale Road Citizens Awareness Network King of Prussia, PA 19406-1415 P.O. Box 83 Shelburne Falls, MA 03170 Mr. M. H. Brothers -
Vice President - Operations Mr. Allan Johanson, Assistant Director Northeast Nuclear Energy Company Office of Policy and Management P.O. Box 128 Policy Development and Planning Waterford, CT 06385 Division 450 Capitol Avenue - MS# 52ERN Mr.' M. R. Scully, Executive Director P. O. Box 341441 Connecticut Municipal Electric Hartford, CT 06134-1441 Energy Cooperative 30 Stott Avenue Ms. Terry Concannon Norwich, CT 06360 Co-Chair Nuclear Energy Advisory Council Mr. J. T. Carlin Room 4100 Vice President - Human Services Legislative Office Building Northeast Utilities Service Company Capitol Avenue P. O. Box 128 Hartford,CT 06106 Waterford, CT 06385
\\
l t
Millstone Nuclear Power Station Unit 3 cc:
C;tizens Regulatory Commission Mr. Evan W. Woollacott ATTN: Ms. Susan Perry Luxton Co-Chair 180 Great Neck Road Nudear Energy Advisory Council Waterford,CT 06385 12e Terry's Plain Road Simsbury, CT 06070 Mr. William D. Meinert Nuclear Engineer Mr. John W. Beck, President Massachusetts Municipal Wholesale Little Harbor Consultants, Inc.
Electric Company Millstone -ITPOP Project Office P.O. Box 426 P.O. Box 0630 Ludlow, MA 01056 Niantic, CT 06357-0630 Mr. B. D. Kenyon Mr. L. J. Olivier President and Chief Executive Officer-Senior Vice President and Nuclear Group Chief Nuclear Officer - Millstone Northeast Utilities Service Company Northeast Nuclear Energy Company P.O. Box 128 P.O. Box 128 Waterford, CT 06385 Waterford,CT 06385 Mr. D. B. Amerine Mr. C. J. Schwarz Vice President - Engineering Services Director - Unit 3 Operations Northeast Nuclear Energy Company Northeast NL ".'9ar Energy Company P. O. Box 128 P.O. Box 128 Waterford, CT 06385 Waterford, CT 06385 Mr. D. A. Smith Senior Resident inspector Manager-Regulatory Affairs Millstone Nuclear Power Station Northeast Nuclear Energy Company c/o U.S. Nuclear Regulatory Commission P. O. Box 128 P. O. Box 513 Waterford, CT 06385 Niantic, CT 06357 Ms. Nancy Bunon Nicholas J. Scobbo, Jr., Esquire 147 Cross Highway Ferriter, Scobbo, Caruso, & Rodophele, P.C.
Redding Ridge, CT 00870 75 State Street,7th Floor Boston, MA 0210 s.
Se. brook Stition, Unit No.1 4
cc:
Lillian M. Cuoco, Esq.
Mr. Peter LaPorte, Director Senior Nuclear Counsel ATTN: James Muckerheide Northeast Utilities Service Company Massachusetts Emergency Management P.O. Box 270 Agency Hartford, CT 06141-0270 400 Worcester Road P.O. Box 1496 Mr. Peter Brann Framingham, MA 01701-0317 Assistant Attomey General State House, Station #6 Philip T. McLaughlin, Attomey General Augusta, ME 04333 Steven M. Houran, Deputy Attorney General Resident inspector 33 Capitol Street U.S. Nuclear Regulatory Commission Concord, NH 03301 Seabrook Nuclear Power Station P.O. Box 1149 Mr. Woodbury Fogg, Director Seabrook, NH 03874 New Hampshire Office of Emergency Management Jane Spector State Office Park South Federal Energy Regulatory Commission 107 Pleasant Street R25 North Capital Street, N.E.
Concord, NH 03301
' Room 8105 Washington, DC 20426 Mr. Roy E. Hickok Nuclear Training Manager Town of Exeter Seabrook Station 10 Front Street North Atlantic Energy Service Corp.
Exeter, NH 03823 P.O. Box 300 Seabrook, NH 03874 Regional Administrator, Region i U.S. Nuclear Regulatory Commission Mr. James M. Peschel 475 Allendale Road Manager of Regulatory Compliance King of Prussia, PA 19406 Seabrook Station North Atlantic Energy Service Corp.
Office of the Attorney General P.O. Box 300 One Ashburton Piace Seabrook, NH 03874 20th Floor Boston, MA 02108 Mr. W. A. DiProfio Station Director Board of Selectmen Seabrook Station Town of Amesbury North Atlantic Energy Service Corporation Town Hall P.O. Box 300 Amesbury, MA 01913 Seabrook, NH 03874 Mr. Dan McElhinney Mr. Frank W. Getman, Jr.
Federal Emergency Management Agency 20 International Drive Region i Suite 301 J.W. McCormack P.O. &
Portsmouth, NH 03801-6809 Courthouse Building, Room 401 Boston, MA 02109
t 2
Mr. B. D. Kenyon President - Nuclear Group Northeast Utilities Service Group P.O. Box 128 Waterford, CT 06385 Mr. Ted C. Feigenbaum Executive Vice President and Chief NuclearOfficer Seabrook Station '
North Atlantic Energy Service Corporation c/o James M. Peschel P.O. Box 300 Seabrook, NH 03874 Mr. David E. Carriere Director, Production Services
. Canal Electric Company 2421 Cranberry Highway Wareham, MA 02571 Mr. David A. Lochbaum Nuclear Safety Eng'neer Union of Concerned Scientists 1616 P Street, NW, Suite 310 Washington, DC 20036-1495 t.
.q-REQUEST FOR ADDITIONAL INFORMATION PROPOSED MERGER OF NEES AND NATIONAL GRID
- 1. Pages 1 and 33 of the application and Exhibit F. With reference to the requirements of 10 CFR 50.33(d), some additional information is needed, as follows:
A. Page 1. Yhis page shows where NEES and National Grid are incorporated, but the State where NEP is incorporated, as required in item (3)(i) of 10 CFR 50.33(d), was not found on page 1 or elsewhere in the application. Please provide the State of incorporation of NEP.
B. Exhibit F. This exhibit 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)(li), is not found in Exhibit F or elsewhere. Please provide the citizenship of each current NEP, NEES, add National Grid principal officer and director.
C. 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 Board following the National Grid acquisition. (Note: The NRC staff is aware 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 staff's review.) Also, please provide information regarding any known future composition (in relation to citizenship) of the boards of NEES and National 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.
. 2. 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:
A. Page 13, footnote 9. This footnote states that this merger "also may involve several intermediate companies or partnershipc, 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 wil! be involved in the National Grid transaction, I
l please provide the following information as it applies to each entity: (1) its place of incorporation and where it does business; (2) the names, addresses, and citizenship of I
its principal officers, paitners, and directors, plus information regarding any known
~ itizenship composition of its board or partners after the National Grid acquisition; and c
(3) a statement as to whether it is owned, controlled, or dominated by an alien, a foreign corporation, or foreign govemment, and, if so, give details. Special emphasis should be j
on descriptions of any non-U.S. entities, including the degree to which they are owned i
Enclosure
L
'k 2
and/or 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 15G filed with the Securities and Exchange Commission with respect to these entities. Please also describe the post-transacton relationship between each such entity and 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.
B. 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 restructuring of the merger subject to certain conditions (including obtaining all necessary third party approvals).
Since lOSTA LLC is not mentioned in the application specifically as a current intermediate company in the merger transaction, please specify whether or not it is still in existence or if it has been ruplaced in toto by NGG Holdings LLC. Please clarify the specific relationship of lOSTA LLC and NGG Holdings LLC and any other relationships among any other entities that will be involved in the acquisition.
- 3. 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 National Grid's issued shared capital or any class of stock and what percentage of such shares they own. Also, please list any known shareholders owning more than 5% of NEES' common stock or any class of stock and what percentage of such shares they own. Please provide the same information for any other companies involved in the merger.
- 4. With reference to Sections 2.2 and 4.2 of the haC draft Standard Review Plan on Foreign Ownership, Control, and Domination, please provide the following information regarding NEP and NEES.
A. Executive management positions held by non-U.S. citizens.
B. The ability of foreign entities to control the appointment of executive management.
C. Whether NEP or NEES is indebted to foreign interests or has contractual or other agreements with foreign entities that may affect their control.
D. Any interlocking director or principal officer relationships with foreign companies.
]
E. If the equity securities of NEES and of any proposed post-merger direct or indirect i
parent of NEES'are of a class which is registered pursuant to the Securities Exchange Act of 1g34, please provide copies of all current Securities and Exchange Commission (SEC) Schedules 130 and 13G.
i
. _..