File No. 70-9849
United States Securities and Exchange Commission
Washington, D.C. 20549
________________________________________
Post-Effective
Amendment No. 2 to
Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
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National Grid Group plc National Grid (Ireland) 1 Limited
National Grid Holdings One plc National Grid (Ireland) 2 Limited
National Grid (US) Investments 6 Avenue Pasteur L 2310
15 Marylebone Road Luxembourg
London NW15JD
United Kingdom
(Names of companies filing this statement
and addresses of principal executive offices)
______________________________________
National Grid Group plc
(Name of top registered holding company)
________________________________________
Kirk L. Ramsauer
Deputy General Counsel
National Grid USA
25 Research Drive
Westborough, Massachusetts 01582
Telephone: (508) 389-2972
Facsimile: (508) 389-3518
(Names and addresses of agents for service)
The Commission is also requested to send copies
of any communication in connection with this matter to:
Markian M. W. Melnyk
Uta Melzer
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1875 Connecticut Ave., N.W.
Washington, D.C. 20009-5728
Telephone: (202) 986-8000
Facsimile: (202) 986-8102
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This Post-effective Amendment No. 2 supplements the Form U-1
Application-Declaration in File No. 70-9849 subsequent to the issuance by the
Commission of an order in this matter. National Grid Group plc, et al, Holding
Co. Act Release No. 27490 (January 16, 2002). This amendment requests an order
deregistering National Grid Holdings One plc, National Grid (US) Investments,
National Grid (Ireland) 1 Limited, and National Grid (Ireland) 2 Limited under
section 5(d) of the Public Utility Holding Company Act of 1935, as amended (the
"Act").
Item 1. Description of the Proposed Transaction
By order dated March 15, 2000, the Commission authorized National Grid
Group Holdings One plc ("National Grid One," formerly National Grid Group plc)
to acquire all of the issued and outstanding common stock of the New England
Electric System ("NEES"), a registered public-utility holding company. See
National Grid Group plc, et al, Holding Co. Act Release No. 27154 (March 15,
2000) ("March Order"). National Grid One acquired NEES through several
intermediate holding companies-- National Grid (US) Holdings Limited, National
Grid (US) Investments, National Grid (Ireland) 1 Limited, National Grid
(Ireland) 2 Limited and National Grid General Partnership (together, "Initial
Intermediate Holding Companies"). National Grid One and the Initial Intermediate
Holding Companies registered under section 5 of the Act after the NEES
acquisition, filing notice of their registration on Form U5A on March 22, 2000.1
By order dated January 16, 2002, the Commission authorized National Grid
One and National Grid Group plc, or "New National Grid," to acquire Niagara
Mohawk Holdings, Inc. ("NiMo"). National Grid Group plc, et al, Holding Co. Act
Release No. 27490 (January 16, 2002) ("January Order"). The January Order also
authorized a reorganization whereby National Grid One's existing shares were
exchanged for shares of National Grid Group plc. (This exchange was carried out
through a "scheme of
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1 Subsequent to the acquisition, NEES merged with NGG Holdings, LLC, which in
turn merged with NGG Holdings, Inc. That company filed notice of its
registration under section 5 of the Act on March 22, 2000, and was renamed
National Grid USA.
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arrangement" implemented to protect the tax free nature of the NiMo merger for
NiMo shareholders who elected to exchange their shares in NiMo for shares in
National Grid Group plc, in case the shareholders in the aggregate elected to
receive more than one-fifth of the consideration for their NiMo shares in cash.)
After the reorganization, National Grid One, formerly National Grid Group plc,
was renamed and became a wholly owned subsidiary of New National Grid. New
National Grid was renamed National Grid Group plc.
Under the March Order, National Grid One was authorized to make
non-material changes to its corporate structure. Accordingly, prior to the
acquisition of NiMo, the Initial Intermediate Holding Companies were
restructured to remove National Grid (US) Investments, National Grid (Ireland) 1
Limited and National Grid (Ireland) 2 (collectively, "Former Intermediate
Holding Companies") as intermediate holding companies. National Grid (US)
Investments 4, National Grid US Partner 1 Limited, National Grid US Partner 2
Limited, and National Grid Holdings Inc. were added as new intermediate holding
companies. National Grid (US) Holdings Limited and National Grid General
Partnership were not changed in the restructuring, remaining intermediate
holding companies.
On January 25, 2002, National Grid Group plc, National Grid (US)
Investments 4, National Grid US Partner 1 Limited, National Grid US Partner 2
Limited and National Grid Holdings Inc. registered under section 5 of the Act by
filing a notification of registration on Form U5A. The reorganization and
intermediate holding company restructuring processes discussed above removed
both National Grid One and the Former Intermediate Holding Companies from the
direct or indirect ownership of voting securities in National Grid USA and its
public utility subsidiary companies.2
Section 2(a)(8) of the Act defines a holding company as:
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2 National Grid USA holds directly all of the issued and outstanding ownership
interests of New England Power Company, Massachusetts Electric Company, The
Narragansett Electric Company, Granite State Electric Company, Nantucket
Electric Company and New England Electric Transmission Corporation. It also owns
directly 53.97% of the common stock of both New England Hydro-Transmission
Corporation and New England Hydro-Transmission Electric Co., Inc.
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(A) Any company which directly or indirectly owns, controls, or holds with
power to vote, 10 per centum or more of the outstanding voting securities
of a public-utility company or of a company which is a holding company by
virtue of this clause or clause (B), unless the Commission, as hereinafter
provided, by order declares such company not to be a holding company; and
(B) any person which the Commission determines, after notice and opportunity
for hearing, directly or indirectly to exercise (either alone or pursuant
to an arrangement or understanding with one or more persons) such a
controlling influence over the management or policies of any public-utility
or holding company as to make it necessary or appropriate in the public
interest or for the protection of investors or consumers that such person
be subject to the obligations, duties, and liabilities imposed in this
title upon holding companies.
Neither National Grid One nor any of the Former Intermediate Holding
Companies directly or indirectly own, control, or hold with power to vote 10
percent or more of the outstanding voting securities of a public utility company
or a company which is a holding company by virtue of clause (A) or (B) of
section 2(a)(8) of the Act; nor do they exercise any controlling influence over
the management or policies of any public utility or holding company.
Consequently, National Grid One and the Former Intermediate Holding Companies
seek an order declaring their deregistration under section 5(d) of the Act.
National Grid One is currently the parent of National Grid Holdings
Limited, a FUCO under section 33 of the Act. National Grid One intends to submit
a notification on Form U-57 to obtain FUCO status after deregistration.
Item 2. Fees, Commissions and Expenses
Applicants expect to pay or incur approximately $10,000 in aggregate fees,
commissions, and expenses in connection with the transactions proposed herein.
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Item 3. Applicable Statutory Provisions
The proposed transaction is subject to Section 5(d) of the Act.
Item 4. Regulatory Approvals
The proposed transaction does not require the approval of any state
regulatory agencies or the approval of any federal regulatory agencies other
than this Commission.
Item 5. Procedure
Applicants respectfully request that the Commission issue an order granting
the deregistration by March 15, 2002. The deregistration of National Grid One
was discussed in Pre-effective Amendment No. 2 to this SEC File No. 70-9849, and
was noticed on October 30, 2001. The deregistration of National Grid One was
also addressed in the Commission's January 16, 2002 order authorizing the NiMo
merger. January Order, at 36. The deregistration of the Former Intermediate
Holding Companies is merely the technical completion of the restructuring of
intermediate holding companies authorized in the March Order. In addition, Rule
23 does not require the Commission to publish a notice of an application for
deregistration under section 5(d). See Rule 23(a),(e) (requiring the Commission
to publish notice only of the filing of applications submitted under Sections
6(b), 9(c)(3) and 10 of the Act or Rule 50.) Therefore, no further notice of the
proposed transaction is required.
Item 6. Exhibits and Financial Statements
No exhibits or financial statements are submitted with this application.
Item 7. Information as to Environmental Effects
The proposed transaction involves neither 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 to this matter.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, Applicants have duly caused this Application-Declaration to be signed on
their behalf by the undersigned thereunto duly authorized.
Date: February 21, 2002 National Grid Group plc
National Grid Holdings One plc
National Grid (US) Investments
By: /s/Fiona Smith
Fiona Smith
Company Secretary and General Counsel
Date: February 21, 2002 National Grid (Ireland) 1 Limited
National Grid (Ireland) 2 Limited
By: /s/John Cochrane
John Cochrane
Director
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