(As filed with the Securities and Exchange Commission April 29, 2002)
File No. 70-9551
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POS AMC
(Post Effective Amendment No. 3)
on
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NISOURCE INC.
801 East 86th Avenue
Merrillville, Indiana 46410-6272
IWC RESOURCES CORPORATION
INDIANAPOLIS WATER COMPANY
HARBOUR WATER COMPANY
LIBERTY WATER CORPORATION
IRISHMAN'S RUN ACQUISITION CORP.
THE DARLINGTON WATER WORKS COMPANY
IWC MORGAN WATER CORPORATION
WHITE RIVER ENVIRONMENTAL PARTNERSHIP
1220 Waterway Boulevard
Indianapolis, Indiana 46202
(Names of companies filing this statement
and addresses of principal executive offices)
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NISOURCE INC.
(Name of top registered holding company parent of each applicant or declarant)
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Jeffrey W. Grossman,
Vice President and Controller
NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410-6272
(Name and address of agent for service)
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The Commission is requested to mail copies of all orders, notices
and other communications to:
Peter V. Fazio, Jr., Esq. William T. Baker, Jr., Esq.
Schiff Hardin & Waite Thelen Reid & Priest LLP
6600 Sears Tower 40 West 57th Street
Chicago, Illinois 60606-6473 New York, New York 10019
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The record in this proceeding, as previously supplemented by Post-Effective
Amendment No. 1, dated March 21, 2002, is hereby further supplemented as
follows:(1)
1. ITEM 3 - APPLICABLE STATUTORY PROVISIONS, is amended as follows:
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(a) by designating Sections 11(b)(1) and 12(f) of the Act and Rules 43 and
44(c) promulgated thereunder as applicable to the transactions described in
Post-Effective Amendment No. 1; and
(b) by adding the following additional disclosure relating to Rule 54:
"Rule 54 provides that the Commission shall not consider the effect of the
capitalization or earnings of subsidiaries of a registered holding company that
are "exempt wholesale generators" ("EWGs") or "foreign utility companies"
("FUCOs") in determining whether to approve other transactions if Rule 53(a),
(b) and (c) are satisfied. Under Rule 53(a), the Commission shall not make
certain specified findings under Sections 7 and 12 in connection with a proposal
by a holding company to issue securities for the purpose of acquiring the
securities of or other interest in an EWG, or to guarantee the securities of an
EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are
met, provided that none of the conditions specified in paragraphs (b)(1) through
(b)(3) of Rule 53 exists. The standards of Rules 53 and 54 are met.
Rule 53(a)(1): NiSource's "aggregate investment" in EWGs is
approximately $320.2 million, or 39.4%% of NiSource's "consolidated retained
earnings" for the four quarters ended December 31, 2001 ($813.2 million).
NiSource does not hold any investment in a FUCO.
Rule 53(a)(2): NiSource will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. NiSource will cause each domestic
EWG in which it acquires and holds an interest, and each foreign EWG and FUCO
that is a majority-owned subsidiary, to maintain its books and records and
prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of NiSource's domestic
utility subsidiaries will, at any one time, directly or indirectly, render
services to EWGs and FUCOs.
Rule 53(a)(4): NiSource will submit a copy of each
Application/Declaration that relates to investments in EWGs or FUCOs and each
amendment thereto, and will submit copies of any Rule 24 certificates required
hereunder, as well as a copy of NiSource' Form U5S, to each of the public
service commissions having jurisdiction over the retail rates of NiSource's
domestic utility subsidiaries.
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(1) An intervening submission, Post-Effective Amendment No. 2, which was filed
on March 28, 2002, concerns unrelated matters.
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In addition, the applicants state that the provisions of Rule 53(a)
are not made inapplicable to the authorization herein requested by reason of the
occurrence or continuance of any of the circumstances specified in Rule 53(b).
Rule 53(c) is inapplicable by its terms."
2. ITEM 4 - REGULATORY APPROVALS, is supplemented as follows:
--------------------
"The Indiana Utility Regulatory Commission has approved the sale of the
Water Utilities to the City of Indianapolis. No other state commission and no
federal commission, other than this Commission, has jurisdiction over the
proposed transactions."
3. ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS is supplemented as follows:
---------------------------------
By filing the following additional exhibit:
D-19 Order of the Indiana Utility Regulatory Commission, issued
March 28, 2002, approving sale of Water to the City of
Indianapolis.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned thereunto duly
authorized.
NISOURCE INC.
By: /s/ Jeffrey W. Grossman
-----------------------
Name: Jeffrey W. Grossman
Title: Vice President and Controller
IWC RESOURCES CORPORATION
INDIANAPOLIS WATER COMPANY
HARBOUR WATER COMPANY
LIBERTY WATER CORPORATION
IRISHMAN'S RUN ACQUISITION CORP.
THE DARLINGTON WATER WORKS COMPANY
IWC MORGAN WATER CORPORATION
By: /s/ John M. Davis
-----------------------
Name: John M. Davis
Title: Corporate Secretary
WHITE RIVER ENVIRONMENTAL PARTNERSHIP,
by INDIANAPOLIS WATER COMPANY,
its general partner,
By: /s/ John M. Davis
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Name: John M. Davis
Title: Corporate Secretary
Date: April 29, 2002
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