70-9849 Amendment #4
File No. 70-9849
United States Securities and Exchange
Commission
Washington, D.C.
20549
________________________________________
Post-Effective
Amendment
No. 4
to an Application/Declaration
on
Form U-1
under
the
Public Utility Holding Company Act of
1935
________________________________________
National
Grid Transco plc
1-3
Strand
London WC2N
5EH
United
Kingdom
(Names of companies filing this
statement
and addresses of principal executive
offices)
________________________________________
National
Grid Transco plc
(Name of top registered
holding
company)
________________________________________
James P.
Meehan
Counsel
National
Grid USA Service Company, Inc.
25 Research
Drive
Westborough, Massachusetts
01582
Telephone: (508)
389-4684
Facsimile: (508)
389-3518
(Names and addresses of agents for
service)
This post-effective Amendment No. 4 replaces and revises
Items 1 through 7 of post-effective Amendment No. 3 to Form U-1
Application-Declaration in this proceeding (File No. 70-9849) in their
entirety.Item 1. Description of the
Proposed TransactionA. Background
Information On January 16, 2002, the
U.S. Securities and Exchange Commission ("Commission") issued an order
authorizing the acquisition of NM Holdings, Inc. ("NiMo"), by National Grid
Group plc (now, National Grid Transco plc ("Grid Transco")), a registered
holding company under the Public Utility Holding Company Act of 1935, as
amended, (the "Act") and related transactions ("NiMo Merger
Order")[1]. In that order, the
Commission granted the request of Grid Transco and its registered holding
company subsidiaries to retain many of the non-utility subsidiaries and
businesses of NiMo and reserved jurisdiction over the retention of NM
Properties, Inc. ("NM Properties"), its subsidiaries and businesses. The NiMo
Merger Order required Grid Transco, by January 10, 2003, to provide additional
information regarding these companies and either justify their retention or
propose their divestiture.
On January 10,
2003, Grid Transco submitted a post-effective amendment to File 70-9849 to
request that the Commission authorize the retention of NM Properties, its
subsidiaries, investments and their
businesses.B. NM Properties, Its
Subsidiaries, Investments and
Businesses.
1. NM Properties and its
subsidiaries have been engaged, directly and indirectly, in various real estate
activities. Some of the real property held by NM Properties and its subsidiaries
was acquired from Niagara Mohawk Power Corporation ("Niagara Mohawk"), an
indirect public utility subsidiary company of Grid Transco, and its predecessor
companies. This acquired real property was no longer used by or useful to
Niagara Mohawk in its utility operations. Grid Transco does not intend to
transfer additional real estate to NM Properties and its subsidiaries, has no
plans for these entities to otherwise acquire additional real estate, and is
looking for opportunities to dispose of the real estate and other assets
currently held by these companies. Grid Transco will seek to complete divestment
or dissolution of NM Properties, its subsidiaries and investments on or before
December 31, 2008 ("Completion Date"). It is anticipated that the
current state of the upstate New York economy, the impacts of former utility use
on some of these real estate assets, as well as other factors, will make sale or
other transfer to a third party of some of the assets difficult or
impracticable. Accordingly, it may be necessary to retain NM Properties past
the Completion Date for the purpose of allowing additional time to divest such
assets. In such event, Grid Transco will file a post-effective amendment in
this Docket to seek an extension of the Completion
Date.
2. Following is a description of the
current status for NM Properties and each of its
subsidiaries.
a.
NM Properties, Inc.
(";NM Properties") is a New York corporation engaged in real estate
activities and holds interests in several subsidiaries. NM Properties is not
directly engaged in real estate matters and does not hold any real property
assets for its own account; all such assets are currently owned by subsidiaries
of NM Properties.
b.
Hudson Pointe, Inc.
("Hudson Pointe") is a wholly owned subsidiary of NM Properties and a New York
corporation. It had previously owned and developed a parcel of land surrounding
a former hydroelectric station into a multiple-lot subdivision. All the lots
included in this parcel have been sold. In addition to this parcel, Hudson
Pointe acquired a parcel from Niagara Mohawk required by the local municipality
for a park in order to obtain government approvals for the subdivision; this
land is under contract for dedication to the municipality pending legal review
and, if necessary, state regulatory approval. Hudson Pointe also holds title
to a parcel that is under contract to sell to a New York municipality (Town of
Queensbury) pending legal review and, if necessary, state regulatory approval.
c. Land Management & Development, Inc.
("LM&D"), a wholly owned subsidiary of NM Properties, is a New York
corporation engaged in the disposal of real property including (i) certain
Salmon River parcels (one of which is held through Port of the Islands North
LLC, a wholly owned subsidiary of LM&D) that are under agreement to be
transferred to the State of New York, subject to state regulatory approval,
(ii) a Salmon River parcel under lease to a local chamber of commerce to be
transferred to this local chamber pursuant to the terms of the lease, (iii)
approximately 256 acres to be transferred to an unaffiliated third party pending
approval of the New York Adirondack Park Agency, and (iv) approximately 185
acres to be transferred to the State of New York pending approval of the New
York Adirondack Park Agency
LM&D also
leases one parcel to an unaffiliated third party (a successor in interest to
Salmon Hills Cross Country Ski Resort LLC); rental income from this lease is
approximately $6,200 annually. LM&D is not actively engaged in the
management of this leased property. LM&D is actively marketing the sale of
this leased real estate to the lessee.
In
1993, LM&D entered into an installment sale contract to facilitate the
disposal of certain real property. The installment sale contract expires March
31, 2030. LM&D intends to actively market and sell the installment
contract, if feasible, to an unaffiliated third party.
All other
parcels held by LM&D were
originally acquired from Niagara Mohawk and will be transferred back to Niagara
Mohawk pending Niagara Mohawk approval and, if necessary, state regulatory
approval.
LM&D holds a 100% interest in
Port of the Islands North LLC, which entity will be dissolved upon transfer of
the parcels referenced in (i), above. As described below, LM&D held a 50%
interest in Salmon Shores Partnership, and a 50% interest in Second Street
Associates, LLC. As of December 21, 2003, LM&D wrote off a 15% interest in
Salmon Hills Cross Country Ski Resort LLC and this interest has since been
extinguished by foreclosure. LM&D also holds several of the remaining
purchase money mortgages referred to in paragraph p, below; all of these
mortgages are scheduled to be paid by the end of
2008.
Following sale or transfer of its
remaining assets, the company intends to wind-up its affairs and dissolve
following receipt of state regulatory approval, if needed, and the required
state tax clearance.
d. Landwest, Inc. ("Landwest"), a wholly owned
subsidiary of NM Properties, is a New York corporation that engaged in the
development, sale and leasing of real estate. Landwest has disposed of its
assets with the exception of one leased parcel with rental income aggregating
$12,000 annually, and one purchase money mortgage which is scheduled to be paid
off in 2005. Landwest has contacted the lessee of the leased parcel for the
purpose of negotiating a sale of this land to the current lessee. Landwest is
not actively engaged in the management of the leased parcel. Following sale
or transfer of its remaining assets, the company intends to wind-up its affairs
and dissolve following receipt of state regulatory approval, if needed, and the
required state tax clearance.
e. Moreau
Park, Inc., a wholly owned subsidiary of NM Properties, is a New York
corporation that engaged in the development and sale of real property previously
acquired from Niagara Mohawk in the Town of Moreau, New York adjacent to the
Mohican substation. NM Properties is currently negotiating a sale of the Moreau
Park, Inc. entity to an unaffiliated third party which sale is subject to
internal environmental and legal
approval.
f. Riverview, Inc. ("Riverview"),
a wholly owned subsidiary of NM Properties, is a New York corporation that
engaged in the development and sale of real estate. Riverview currently owns a
50% interest in Riverview Galusha LLC. As stated below, Riverview, Inc. intends
to enter into negotiations to sell its interest in Riverview Galusha LLC and
hopes to complete this transaction by December 31, 2005 Riverview also has the
following remaining assets: (i) one purchase money mortgage scheduled to be
paid off in 2008, and (ii) a parcel of land previously acquired from Niagara
Mohawk which will be transferred back pending review and approval by Niagara
Mohawk. Following sale or transfer of these interests, the company intends to
wind-up its affairs and dissolve following receipt of state regulatory approval,
if needed, and the required state tax clearance.
g. Salmon Shores, Inc. ("Salmon
Shores"), a wholly owned subsidiary of NM Properties, is a New York
corporation that engaged in the disposal of lands along the Salmon Reservoir in
Oswego County, New York. Salmon Shores' only asset was a 50% partnership
interest in Salmon Shores Partnership. The remaining 50% interest in Salmon
Shores Partnership was held by LM&D. The company intends to wind-up its
affairs and dissolve following receipt of state regulatory approval, if needed,
and the required state tax clearance.
h.
Upper Hudson Development, Inc. ("Upper Hudson"), a wholly owned subsidiary of
NM Properties, is a New York corporation that engaged in the development and
sale of real estate. Some of this real estate is subject to regulation by the
New York Adirondack Park Agency ("APA"). A portion of the real
estate owned by Upper Hudson is under negotiation for sale to unaffiliated third
parties, subject to state regulatory approval, if necessary. APA approval has
been obtained for these anticipated transactions. The remaining assets held by
Upper Hudson were originally acquired from Niagara Mohawk. Some of these
assets will not be sold to an unaffiliated third party; instead, subject to
Niagara Mohawk approval, such assets will be transferred back to Niagara Mohawk.
The remainder of the assets originally acquired from Niagara Mohawk are
initially being marketed to unaffiliated third parties. Following sale or
transfer of its remaining assets, the company intends to wind-up its affairs and
dissolve following receipt of state regulatory approval, if needed, and the
required state tax clearance.
i. Arbuckle Acres, Inc., a wholly owned
subsidiary of LM&D, is a New York corporation that was engaged in the
development and sale of a seasonal home development. All the lots have been
sold and the company has filed for dissolution with the New York Department of
State.
j. OPROP CO Inc. ("OPROP CO"), a
wholly owned subsidiary of NM Properties, is a New York corporation that engaged
in the sale of real property. OPROP CO holds a purchase money mortgage which
is currently in default. The mortgaged land was previously acquired by OPROP CO
from Niagara Mohawk. OPROP CO intends to accept a deed to the mortgaged land in
lieu of foreclosure and then return this land to Niagara Mohawk or, in the
alternative, negotiate a sale to the mortgagor in default. The remaining real
property held by OPROP CO will not be sold to an unaffiliated third party but
may be transferred back to Niagara Mohawk, subject to approval by Niagara
Mohawk. Following sale or transfer of its remaining assets, the company
intends to wind-up its affairs and dissolve following receipt of state
regulatory approval, if needed, and the required state tax
clearance.
k. Minoa Farms Development Co.,
LLC ("Minoa Farms"). LM&D owned a 50% interest in Minoa Farms, a New York
limited liability company engaged in the development and sale of a multiple lot
residential subdivision surrounding a Niagara Mohawk substation in the Town of
Manlius, Village of Minoa, New York. On December 3, 2004, LM&D sold all of
its interest in Minoa Farms to an unaffiliated third
party.
l. Riverview Galusha LLC ("Galusha").
Riverview owns a 50% interest in Galusha, a New York limited liability company
engaged in development and sale of a multiple lot residential subdivision in the
Town of Moreau, New York. Riverview received its interest in Galusha in exchange
for contributing real estate to the company. The other member in Galusha is a
real estate developer. Riverview intends to enter into negotiations to sell its
interest in Galusha to this other member and hopes to complete this transaction
by December 31, 2005.
m. Salmon Hills Cross
Country Ski Resort LLC ("Salmon Hills"). LM&D owned a 15% membership
interest in Salmon Hills, a New York limited liability company engaged in the
ownership and management of a ski resort built in an economically depressed area
of Niagara Mohawk's service territory. As of December 21, 2003, LM&D wrote
off its interest in Salmon Hills. Salmon Hills was the subject of a foreclosure
in May, 2004. LM&D's 15% membership interest was extinguished as a
consequence of this foreclosure. As referred to in paragraph c, above,
LM&D leases land to the successor in interest to Salmon
Hills.
n. Salmon Shores Partnership was a
New York partnership in which Salmon Shores, Inc. and LM&D each owned a 50%
interest. All the assets owned by Salmon Shores Partnership were sold or
disposed of and Salmon Shores Partnership was dissolved in
2003.
o. Second Street Associates, LLC
("Second Street"). LM&D owns a 50% interest in Second Street, a New York
limited liability company engaged in the leasing and management of an office
building in the City of Fulton, New York that was a former commercial office of
Niagara Mohawk. Second Street also acquired a contiguous parcel of land to
provide additional parking for the building. The other member in Second Street
is an architect/real estate developer and LM&D intends to enter into
negotiations to sell its interest in Second Street to this other member and
hopes to complete this transaction by December 31, 2005.
p. Purchase Money Mortgages. As of
January, 2003, NM Properties' subsidiaries had entered into a total of
seventeen purchase money mortgages having an aggregate principal balance of
approximately $2.3 Million. These purchase money mortgages were issued by
entities purchasing land from these subsidiaries. As of this filing, the total
number of purchase money mortgages has been reduced to eight, with an aggregate
principal balance of approximately $ 877,000. The last of these purchase money
mortgages is scheduled to be paid by August 3, 2008. NM Properties and its
subsidiaries do not intend to enter into additional purchase money
mortgages.
C. Request for
Authority
Grid Transco requests that
the Commission issue an order granting an extension of time through December 31,
2008 to enable Grid Transco to complete divestment or dissolution of NM
Properties, its direct and indirect subsidiaries, and their respective assets
and investments. In the event that all such assets and investments cannot be
divested or dissolved by December 31, 2008, Grid Transco will file a
post-effective amendment in this Docket to seek a further extension of time to
complete such divestment or dissolution.
Item 2. Fees, Commissions and
Expenses
The fees, commissions and
expenses incurred or to be incurred in connection with the preparation and
filing of this Application are estimated not to exceed $25,000.
Item 3. Applicable Statutory
Provisions
Section 11(b)(1) of the
Act is applicable to Grid Transco's request that the Commission issue an order
granting an extension of time through December 31, 2008 to enable Grid Transco
to complete divestment or dissolution of NM Properties, its direct and indirect
subsidiaries, and their respective assets and
investments.
Item 4. Regulatory
Approvals
No federal or state
regulatory approval, other than the authorization of the Commission, is required
in connection with the authorizations requested
herein.
Item 5.
Procedure
Grid Transco respectfully
requests that the Commission issue on order as soon
as practicable granting the relief requested.
A recommended decision by a hearing or other responsible officer of
the Commission is not needed to authorize the
extension of time requested herein. The Division of Investment Management 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.
Item 6.
Exhibits and Financial Statements
A.
Exhibits
H. Draft Form of
Notice.
B. Financial
Statements
FS-1, Balance sheets for
National Grid Transco plc as of March 31,
2004,
incorporated by reference to Form 20-F filed
on June 16, 2004.
FS-2, Consolidated Statement
of Income for National Grid Transco plc (Group Profit
and Loss Account) for the fiscal year ending
March 31, 2004, incorporated by reference
to Form
20-F filed on June 16, 2004.
Item 7.
Information as to Environmental Effects
The extension of time requested herein to enable Grid Transco to complete
divestment or dissolution of NM Properties, its direct and indirect
subsidiaries, and their respective assets and investments as proposed herein
neither involves a "major federal action" nor "significantly affects the quality
of the human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act, 42 U.S.C. Sec. 4321 et seq. No federal agency
is preparing an environmental impact statement with respect thereto. Federal
and/or state environmental agencies, may however, have jurisdiction over the
sale of certain real estate assets.
SIGNATURE
Pursuant to the requirements of the Public
Utility Holding Company Act of 1935, the Applicant has duly caused this
post-effective Amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
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National Grid Transco plc
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By: s/ Gregory A. Hale
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Gregory A. Hale
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Deputy General Counsel
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Date: May 5, 2005
Exhibit H
Draft Form of
Notice
On January 16, 2002, the U.S. Securities and
Exchange Commission ("Commission") issued an order authorizing the acquisition
of NM Holdings, Inc. ("NiMo"), by National Grid Group plc (now, National Grid
Transco plc ("Grid Transco")), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended, (the "Act") and related
transactions ("NiMo Merger Order"). In that order, the Commission granted the
request of Grid Transco and its registered holding company subsidiaries to
retain many of the non-utility subsidiaries and businesses of NiMo and reserved
jurisdiction over the retention of NM Properties, Inc. ("NM Properties"), its
subsidiaries and businesses.
NM Properties
and its subsidiaries have been engaged, directly and indirectly, in various real
estate activities. Grid Transco indicates that it does not intend to transfer
additional real estate to NM Properties and its subsidiaries, has no plans for
these entities to otherwise acquire additional real estate, and is looking for
opportunities to dispose of the real estate and other assets currently held by
these companies. Grid Transco has stated that it will seek to complete
divestment or dissolution of NM Properties, its subsidiaries and investments on
or before December 31, 2008.
Accordingly, Grid Transco has requested by Post-Effective Amendment in this
docket that the Commission issue an order granting an extension of time through
December 31, 2008 to enable Grid Transco to complete divestment or dissolution
of NM Properties, its direct and indirect subsidiaries, and their respective
assets and investments. In the event that all such assets and investments
cannot be divested or dissolved by December 31, 2008, Grid Transco indicates
that it will make a filing with the Commission to seek a further extension of
time to complete such divestment or dissolution.
[1]
National Grid Group plc, Holding Co. Act Release No. 27490 (January 16,
2002).
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