File No. 070-09553
(Withdrawal of Application)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
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AMENDMENT NO. 6
(POST-EFFECTIVE AMENDMENT NO. 4)
TO
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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ChevronTexaco Corporation Chevron U.S.A. Inc.
6001 Bollinger Canyon Road 6001 Bollinger Canyon Road
San Ramon, California 94583 San Ramon, California 94583
(Names of companies filing this statement and
addresses of principal executive offices)
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None
(Name of top registered holding company parent of each applicant or declarant)
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David R. Stevenson
Associate General Counsel
ChevronTexaco Law Department
Chevron U.S.A. Inc.
1111 Bagby Street, Room 4064
Houston, Texas 77002
(Name and address of agent for service)
The Commission is also requested to send copies
of any communications in connection with this matter to:
James R. Doty
Joanne C. Rutkowski
Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2400
WITHDRAWAL OF U-1 APPLICATION
ChevronTexaco Corporation ("ChevronTexaco") and Chevron U.S.A. Inc.
("Chevron USA" and collectively with ChevronTexaco, the "Applicants")
respectfully withdraw their Application for an order granting an exemption under
Section 3(a)(3) of the Public Utility Holding Company Act of 1935 (the "Act").
BACKGROUND
A. Application for Exemption
On October 4, 1999, Applicants and Illinova Corporation ("Illinova")
filed an Application seeking a finding that, upon the consummation of the
transactions described therein, neither ChevronTexaco nor Chevron USA would
constitute a holding company within the meaning of Section 2(a)(7) of the 1935
Act, or, in the alternative, that ChevronTexaco and Chevron USA would be exempt
from all provisions of the Act other than Section 9(a)(2), pursuant to Section
3(a)(3) of the Act. The filing also explained why the applicants believed that
no approval was required under Section 9(a)(2) of the Act. In the alternative,
the applicants requested that the Commission find that the transaction was
consistent with Section 10 of the Act and approve it pursuant to Section
9(a)(2).(1) Applicant's need for exemption from regulation as a registered
holding company under the Act arose as a result of Chevron USA's approximately
26% equity interest in Dynegy Inc. ("Dynegy") and a proposed merger (the
"Transaction") of Dynegy with Illinova, the parent company of Illinois Power Co.
("Illinois Power"), a public-utility company.
The Commission issued a notice of the proposed Transaction on November
19, 1999.(2) There were no requests for hearing and/or interventions. By order
dated December 27, 1999 (the "Acquisition Order"),(3) the Commission authorized
the Transaction. As a result of the Transaction, Applicants indirectly acquired
more than 10% of the voting securities of Illinois Power.(4) In doing so, each
of the Applicants became "only incidentally" a holding company under Section
3(a)(3) of the Act. Applicants' minority interest in Illinois Power came about
solely because Applicants consented to and facilitated the Transaction initiated
and sought by
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(1) The Application was filed after a series of discussions with and submissions
to the Staff, including an application on Form U-1 that was filed in hard copy
but not via EDGAR on August 27, 1999. Because this application was never filed
on EDGAR, EDGAR lists Amendment No. 1 as the original application.
(2) Holding Co. Release No. 27105 (Nov. 19, 1999).
(3) Holding Co. Release No. 27122 (Dec. 27, 1999).
(4) Specifically, following the acquisition, ChevronTexaco indirectly owned
approximately 28% of Dynegy which, in turn, owned all of the outstanding voting
securities of Illinova, the parent company of Illinois Power.
Dynegy and Illinova, and not through efforts by Applicants to engage directly or
indirectly in the public-utility business or to acquire a public-utility company
or public utility holding company.
On January 27, 2000, ChevronTexaco and Chevron USA filed an application
for an order of exemption pursuant to Section 3(a)(3) of the Act (the "Exemptive
Application").(5) The Exemptive Application was amended twice in June 2003.(6)
Since the consummation of the Transaction, Applicants have relied upon the
exemption provided by Section 3(c) of the Act:
The filing of an application in good faith under subsection (a) by a
person other than a registered holding company shall exempt the
applicant from any obligation, duty, or liability imposed in this
title upon the applicant as a holding company until the Commission has
acted upon such application.
B. Illinois Power Transaction
On September 30, 2004, Ameren Corporation acquired from Illinova 100%
of the outstanding common shares and approximately 73% of the preferred shares
of Illinois Power (the "Illinois Power Transaction"). As a result of the
Illinois Power Transaction, Applicants no longer hold, directly or indirectly,
more than 10% of the voting securities of Illinois Power.
WITHDRAWAL OF APPLICATION
Because Applicants no longer hold, directly or indirectly, more than
10% of the voting securities of Illinois Power, Applicants' request for exempt
status under the Act has been mooted. Accordingly, by this filing, Applicants
respectfully withdraw their Application for an order granting an exemption under
Section 3(a)(3) of the Act.
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(5) Amendment No. 4 (Post-Effective Amendment No. 1) filed January 27, 2000.
(6) Amendment No. 5 (Post-Effective Amendment No. 2) filed June 25, 2003, and
Amendment No. 5 (Post-Effective Amendment No. 3) filed June 27, 2003.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have caused this amendment to be signed on
their behalf by the undersigned thereunto duly authorized.
CHEVRONTEXACO CORPORATION
By: /s/ Ray I. Wilcox
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Ray I. Wilcox
Vice-President
CHEVRON U.S.A. INC.
By: /s/ Ray I. Wilcox
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Ray I. Wilcox
President
Date: October 20, 2004