Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application-declaration for complete statements of the proposed transaction summarized below. The application-declaration and any amendments are available for public inspection through the Commission's Branch of Public Reference.
Interested persons wishing to comment or request a hearing on the application-declaration should submit their views in writing by April 30, 2002, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, 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 the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts 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 April 30, 2002, the application-declaration, as filed or as amended, may be granted and/or permitted to become effective.
KeySpan Corporation and Eastern Enterprises (70-9995)
KeySpan Corporation (“KeySpan”), One MetroTech Center, Brooklyn New York, 11201, a public utility holding company registered under the Act, and Eastern Enterprises (“Eastern”), One Beacon Street, Boston, Massachusetts 02108, a wholly-owned subsidiary of KeySpan and an exempt holding company  (collectively, “Applicants”), have filed an application-declaration under sections 6(a), 7, 9(a) and 10 of the Act and rules 43 and 54 under the Act.
In an order issued on November 7, 2000 (Holding Co. Act Release No. 27271), as supplemented by the order issued on December 1, 2000 (Holding Co. Act Release No. 27287) (collectively, the “Merger Order”), the Commission approved KeySpan's acquisition of Eastern. In addition, on November 8, 2000, the Commission issued an order (Holding Co. Act Release No. 27272), as supplemented by an order issued on December 1, 2000 (Holding Co. Act Release No. 27286) (collectively, the “Financing Order”), authorizing a program of external financings, credit support arrangements and related proposals for KeySpan and its subsidiaries.
Eastern's direct, wholly-owned public utility subsidiaries are: Boston Gas Company (d/b/a KeySpan Energy Delivery New England) (“Boston Gas”), Essex Gas Company (d/b/a KeySpan Energy Delivery New England) (“Essex Gas”), Colonial Gas Company (d/b/a KeySpan Energy Delivery New England) (“Colonial Gas”), and EnergyNorth Natural Gas, Inc. (d/b/a KeySpan Energy Delivery New England) (“ENGI”). Eastern also engages in various nonutility activities described in the Merger Order.
In the current filing, Applicants request authority for Eastern to change its organizational form from a Massachusetts business trust to a Massachusetts limited liability company to be named KeySpan New England, LLC (“KeySpan New England”) (the “Transaction”) by undertaking the following actions. First, KeySpan New England will be formed as a Massachusetts limited liability company, and KSNE, LLC (“KSNE”) will be formed as a Delaware limited liability company. Second, KeySpan will obtain ninety-nine percent (99%) of the membership interests in KeySpan New England for ninety-nine dollars and one hundred percent (100%) of the membership interests in KSNE for one hundred dollars; KSNE will obtain the remaining one percent (1%) membership interest in KeySpan New England for one dollar. As a result, KeySpan New England will be a two-member Massachusetts limited liability company owned 99% by KeySpan and 1% by KSNE, and KSNE will be a single-member Delaware limited liability company owned 100% by KeySpan. Third, Eastern and KeySpan New England will execute an agreement and plan of merger under which Eastern will agree to merge with and into KeySpan New England (the “Merger”), with KeySpan New England as the surviving entity. The Merger will be Start Printed Page 17730effective upon the acceptance of a Certificate of Merger by the Secretary of the Commonwealth of Massachusetts.
KeySpan New England will succeed to Eastern's ownership interests in the gas utilities and the nonutility subsidiaries owned by Eastern. KeySpan New England will also be the successor of Eastern with respect to its commitments and authorizations set forth in the Merger Order and Financing Order. In addition, Applicants request that the Commission approve KeySpan New England, as the successor of Eastern, as an exempt holding company under the Act after the Transaction is completed.Start Signature
For the Commission, by the Division of Investment Management, pursuant to delegated authority.
J. Lynn Taylor,
1. See Eastern Enterprises, Holding Co. Act Release No. 27269 (Nov. 7, 2000).Back to Citation
2. Boston Gas distributes natural gas to customers located in Boston and other cities and towns in eastern and central Massachusetts; Essex Gas distributes natural gas to customers in eastern Massachusetts; Colonial Gas distributes natural gas to customers located in northeastern Massachusetts and on Cape Cod; and ENGI distributes natural gas to customers located in southern and central New Hampshire and the city of Berlin.Back to Citation
[FR Doc. 02-8807 Filed 4-10-02; 8:45 am]
BILLING CODE 8010-01-P