In the Matter of Connecticut Light and Power Company, North Atlantic Energy Corporation, and North Atlantic Energy Service Corporation (Seabrook Station, Unit 1); Order Approving Application Regarding Corporate Merger of Consolidated Edison, Inc., and Northeast Utilities

I

The Connecticut Light and Power Company (CL&P) holds 4.05985-percent ownership interest in Seabrook Station, Unit 1, and North Atlantic Energy Corporation (NAEC) holds 35.98201-percent ownership interest in Seabrook Station, Unit 1. CL&P and NAEC are subsidiaries of Northeast Utilities (NU). Nine other investor-owned and municipal entities unaffiliated with NU are holders of the remaining ownership interests in Seabrook Station, Unit 1.

CL&P and NAEC with the other co-owners of Seabrook Station, Unit 1 are holders of Facility Operating License No. NPF-86 issued by the NRC pursuant to 10 CFR Part 50 on March 15, 1990 for Seabrook Station, Unit 1. Under this license, North Atlantic Energy Service Corporation (NAESC), also a subsidiary of NU, has the authority to operate Seabrook Station, Unit 1, and is co-holder of the license in this regard. Seabrook Station is located in Rockingham County, New Hampshire.

II

Pursuant to Section 184 of the Atomic Energy Act of 1954 (the Act), as amended, and 10 CFR 50.80, Northeast Nuclear Energy Company and NAESC, on behalf of the NU subsidiary licensees of the Seabrook unit, and Consolidated Edison Company of New York, Inc. (CEI of NY), a subsidiary of Consolidated Edison, Inc. (CEI), jointly filed an application dated January 13, 2000, as supplemented by letter dated May 2, 2000 (collectively herein referred to as the application), requesting the Commission's approval of the indirect transfer of the license for the Seabrook unit, to the extent held by CL&P, NAEC, and NAESC, in connection with proposed corporate mergers involving CEI and NU. The applicants informed the Commission that CEI and NU were in the process of implementing a corporate merger in which CEI and NU will be combined through two simultaneous mergers: the merger of CEI into New CEI, a Delaware corporation, and the merger of an indirect, wholly owned subsidiary of New CEI with NU. New CEI would become the parent corporation to, and sole owner of, CEI of NY and NU. CL&P, NAEC, and NAESC will remain subsidiaries of NU. CL&P and NAEC would continue to hold their respective ownership interests in and possession-only license for Seabrook Station, Unit 1. The indirect CEI interest in Indian Point Units 1 and 2 and the indirect NU interest in Millstone Units 1, 2, and 3 will be the subject of separate orders. NAESC will remain the operator of Seabrook Station, Unit 1. The NU subsidiary owners would each remain an “electric utility” as defined in 10 CFR 50.2, engaged in the generation, transmission, and distribution of electric energy for wholesale and retail sale. No physical changes to the facility or operational changes are being proposed in the application. Notice of this request for approval was published in the Federal Register on April 7, 2000 (65 FR 18380). No hearing requests concerning Seabrook, Unit 1, were received.

Under 10 CFR 50.80, no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission gives its consent in writing. Upon review of the information submitted in the application and other information before the Commission, the NRC staff has determined that the corporate merger will not affect the qualifications of CL&P, NAEC, and NAESC as holders of the license referenced above, and that the indirect transfer of the license, to the extent effected by the merger, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission subject to the conditions set forth herein. These findings are supported by a Safety Evaluation dated August 22, 2000.

III

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended, 42 USC 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, It Is Hereby Ordered, That the application regarding the indirect license transfer referenced above is approved subject to the following conditions: (1) CL&P and NAEC as applicable, shall provide the Director of the Office of Nuclear Reactor Regulation a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from CL&P or NAEC respectively, to its proposed direct or indirect parent or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of the subject licensee's consolidated net utility plant, as recorded in the licensee's books of account and (2) should the corporate merger of CEI and NU not be completed by December 31, 2001, this Order shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

For further details with respect to this action, see the initial application dated January 13, 2000, the supplemental letter dated May 2, 2000, and the Safety Evaluation dated August 22, 2000, which are available for public inspection at the Commission's Public Document Room, the Gelman Building, 2120 L Street, NW., Washington, DC, and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site (http://www.NRC.gov).