<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BAYCORP HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0488443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<S> <C>
COCHECO FALLS MILLWORKS, 100 MAIN STREET, DOVER, NEW HAMPSHIRE 03820, (603) 742-3388
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
</TABLE>
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JOHN A. TILLINGHAST
President
BAYCORP HOLDINGS, LTD.
Cocheco Falls Millworks, 100 Main Street
Suite 201
Dover, New Hampshire 03820
(603) 742-3388
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
DAVID E. REDLICK, ESQ.
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plans check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==============================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per share(1) aggregate offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 4,697,708 shares $ 8.13 $ 38,192,366 $ 11,573
$.01 PAR
VALUE PER SHARE
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<FN>
(1) Determined on the basis of the average of the high and low sales prices of
the Common Stock as reported on the American Stock Exchange on March 24,
1997, solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c) under the Securities Act of 1933.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT WILL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3
SUBJECT TO COMPLETION,
Dated March 31, 1997
PROSPECTUS
4,697,708 Shares
BAYCORP HOLDINGS, LTD.
COMMON STOCK
-----------------------------------
The 4,697,708 shares of Common Stock of BayCorp Holdings, Ltd. ("BayCorp"
or the "Company") offered by this Prospectus (the "Shares") are outstanding
shares that may be sold from time to time by or on behalf of certain
stockholders of BayCorp (the "Selling Stockholders") described in this
Prospectus under "The Company" and "Selling Stockholders." The Selling
Stockholders acquired the Shares from a predecessor of BayCorp in a private
transaction. BayCorp will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
The Selling Stockholders have advised BayCorp that they propose to sell,
from time to time, the Shares on the American Stock Exchange (the "AMEX"), in
ordinary brokerage transactions, in negotiated transactions, or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. See "Plan of
Distribution."
The common stock, $.01 par value per share, of BayCorp (the "Common
Stock") is traded on the AMEX under the symbol "MWH." On March 24, 1997, the per
share closing price of the Common Stock as reported on the AMEX was $8 1/8.
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THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March __, 1997.
<PAGE> 4
AVAILABLE INFORMATION
BayCorp has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments, supplements, exhibits and schedules thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information, reference is made to the Registration Statement, copies of which
may be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed by the
Commission. Statements contained in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and, in
each instance, if such contract or document is filed as an exhibit, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference to such exhibit.
BayCorp is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by
BayCorp can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, as well as the Regional Offices of the Commission at Seven World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information filed by BayCorp may also be inspected on the
Commission's Web Site at http://www.sec.gov. The Common Stock of BayCorp is
traded on the AMEX. Reports and other information concerning BayCorp may be
inspected at the offices of the AMEX at 86 Trinity Place, New York, NY
10006-1881.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
On January 24, 1997, Great Bay Power Corporation, a New Hampshire
corporation ("Great Bay"), reorganized its operations into a holding company
structure whereby Great Bay became a wholly-owned subsidiary of BayCorp through
the merger of a wholly-owned subsidiary of BayCorp with and into Great Bay (the
"Reorganization"). BayCorp is a successor registrant to Great Bay.
In accordance with the requirements of the Exchange Act, certain reports
are filed by BayCorp periodically with the Commission. The following documents
filed with the Commission are incorporated in this Prospectus by reference:
(1) Great Bay's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 as filed with the Commission on March 22, 1996;
(2) Great Bay's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 as filed with the Commission on May 16, 1996;
(3) Great Bay's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 as filed with the Commission on August 14, 1996;
(4) BayCorp's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 as filed with the Commission on August 14, 1996;
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(5) Great Bay's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 as filed with the Commission on November 14,
1996; and
(6) BayCorp's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 as filed with the Commission on November 14,
1996;
(7) BayCorp's Registration Statement on Form 8-A as filed with the
Commission on December 2, 1996; and
(8) BayCorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed with the Commission on March 26, 1997.
All documents subsequently filed by BayCorp with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
BayCorp will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated by reference into this Prospectus
(without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to BayCorp Holdings, Ltd., at its principal offices located at
Cocheco Falls Millworks, 100 Main Street, Suite 201, Dover, New Hampshire 03820,
telephone (603) 742-3388, attention: Secretary.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 2B of the Exchange Act. For this purpose, any
statements contained herein or incorporated herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words, "believes," "anticipates," "plans," "expects,"
"intends" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of BayCorp and/or Great Bay to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, those set
forth in "Risk Factors" herein.
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THE COMPANY
BayCorp serves as a holding company for Great Bay. Great Bay is a public
utility whose principal asset is a 12.1% joint ownership interest in the
Seabrook Nuclear Power Project in Seabrook, New Hampshire (the "Seabrook
Project"). Great Bay is an exempt wholesale generator ("EWG") under the Public
Utility Holding Company Act of 1935 ("PUHCA").
Great Bay became a wholly-owned subsidiary of BayCorp in a corporate
reorganization that involved a merger of a newly-formed wholly-owned subsidiary
of BayCorp with and into Great Bay on January 24, 1997 (the "Restructuring
Date"). The consolidated assets and liabilities of Great Bay and its
subsidiaries immediately before the reorganization were the same as the
consolidated assets and liabilities of BayCorp and its subsidiaries immediately
after the reorganization. Currently, Great Bay is the sole subsidiary of
BayCorp. BayCorp's principal asset is its 100% equity interest in Great Bay. The
new corporate structure enables BayCorp, either directly or through subsidiaries
other than Great Bay, to engage in businesses that Great Bay would be prohibited
from pursuing due to its status as an exempt wholesale generator under the
PUHCA. BayCorp may in the future enter into new businesses or acquire existing
businesses, both in energy related fields and possibly in unrelated fields.
BayCorp was incorporated in Delaware in March, 1996. Great Bay was
incorporated in New Hampshire in 1986 and was formerly known as EUA Power
Corporation. Great Bay sells its share of the electricity output of the Seabrook
Project in the wholesale electricity market, primarily in the Northeast United
States. Neither BayCorp nor Great Bay has operational responsibilities for the
Seabrook Project. Great Bay's share of the Seabrook Project capacity is
approximately 140 megawatts ("MW"). Great Bay currently sells all but 10 MW of
its share of the Seabrook Project capacity in the Short-Term Market (the
"Short-Term Market" is the market for agreements for the sale of power having a
term of one to six months).
Great Bay filed a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the District of New Hampshire (the "Bankruptcy Court") on February 28, 1991 (the
"Chapter 11 Plan"). It conducted its business as a Debtor in Possession until
November 23, 1994, at which time it emerged from Chapter 11. In connection with
the Chapter 11 Plan, Omega Advisors, Inc., an investment management corporation,
or certain accounts managed by it or its affiliates (collectively, the "Omega
Group") and Elliott Associates, L.P., a private investment partnership, or
certain accounts managed by it or its affiliates (collectively, the "Elliott
Group"), purchased 4,800,000 shares of common stock of Great Bay, $.01 par value
per share ("Great Bay Common Stock"), in a private financing. Such entities are
referred to herein as the "Selling Stockholders."
BayCorp's principal executive offices are located at Cocheco Falls
Millworks, 100 Main Street, Suite 201, Dover, New Hampshire 03820-3835, and its
telephone is (603) 742-3388. Unless the context requires otherwise, references
in this Registration Statement to BayCorp for events and time periods before the
Restructuring Date reflect treatment of BayCorp as the successor to Great Bay.
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RISK FACTORS
The shares of Common Stock offered hereby involve a high degree of risk.
The following risk factors should be considered carefully in addition to the
other information included or incorporated by reference in this Prospectus
before purchasing the shares of Common Stock offered hereby.
OWNERSHIP OF SINGLE ASSET
BayCorp's sole asset is its equity interest in Great Bay. Great Bay owns a
single principal asset, a 12.1% joint interest in the Seabrook Nuclear Power
Project in Seabrook, New Hampshire. Accordingly, Great Bay's results of
operations are completely dependent upon the successful and continued operation
of the Seabrook Project. In particular, if the Seabrook Project experiences
unscheduled outages of significant duration, Great Bay's results of operations
will be materially adversely affected.
HISTORY OF LOSSES; IMPLEMENTATION OF BUSINESS STRATEGY
Great Bay has never reported an operating profit for any year since its
incorporation. Great Bay's business strategy is to seek purchasers for its share
of the Seabrook Project electricity output at prices, either in the Short-Term
Market or pursuant to medium or long-term contracts, significantly in excess of
the prices currently available in the short-term wholesale electricity market
since sales at current short-term rates do not result in sufficient revenue to
enable Great Bay to meet its cash requirements for operations, maintenance and
capital related costs. Great Bay's ability to obtain such higher prices will
depend on regional, national and worldwide energy supply and demand factors
which are beyond the control of Great Bay. There can be no assurance that Great
Bay ever will be able to sell power at prices that will enable it to meet its
cash requirements.
LIQUIDITY NEEDS
As of December 31, 1996, Great Bay had approximately $28.8 million in cash
and cash equivalents and short-term investments. The Company believes that such
cash, together with the anticipated proceeds from the sale of electricity by
Great Bay, will be sufficient to enable the Company to meet its cash
requirements until the prices at which Great Bay can sell its electricity
increase sufficiently to enable the Company to cover its annual cash
requirements. However, if the Seabrook Project operates at a capacity factor
below historical levels, or if expenses associated with the ownership or
operation of the Seabrook Project, including without limitation decommissioning
costs, are materially higher than anticipated, or if the prices at which Great
Bay is able to sell its share of the Seabrook Project electricity do not
increase at the rates and within the time expected by Great Bay, Great Bay or
the Company would be required to raise additional capital, either through a debt
financing or an equity financing, to meet its ongoing cash requirements. There
is no assurance that Great Bay or the Company would be able to raise such
capital or that the terms on which any additional capital is available would be
acceptable. If additional funds are raised by issuing equity securities,
dilution to then existing stockholders will result.
CHANGES IN POWER SALE CONTRACT TERMS AVAILABLE IN WHOLESALE POWER MARKET
In the past, wholesale sellers of electric power, which typically were
regulated electric utilities, frequently entered into medium or long-term power
sale contracts providing for prices in excess of the prices available in the
Short-Term Market, which includes contracts of one year or less in duration. In
recent years, increased competition in the wholesale electric power market,
reduced growth in the demand for electricity, low prices in the Short-Term
Market and uncertainty associated with the
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deregulation of the industry have reduced the willingness of wholesale power
purchasers to enter into medium or long-term contracts and have reduced the
prices obtainable from such contracts.
RISKS IN CONNECTION WITH JOINT OWNERSHIP OF SEABROOK PROJECT
Great Bay is required under the Agreement for Joint Ownership,
Construction and Operation of New Hampshire Nuclear Units dated May 1, 1973, as
amended, by and among Great Bay and the other 10 utility companies who are
owners of the Seabrook Project (the "JOA"), to pay its share of Seabrook Unit 1
and Seabrook Unit 2 expenses, including without limitation operations and
maintenance expenses, construction and nuclear fuel expenditures and
decommissioning costs, regardless of the level of Seabrook Unit 1's operations.
Under certain circumstances, a failure by Great Bay to make its monthly payments
under the JOA entitles certain other joint owners of the Seabrook Project to
purchase Great Bay's interest in the Seabrook Project for 75% of the then fair
market value thereof.
In addition, the failure to make monthly payments under the JOA by owners
of the Seabrook Project (the "Participants") other than Great Bay may have a
material adverse effect on Great Bay by requiring Great Bay to pay a greater
proportion of the Seabrook Unit 1 and Seabrook Unit 2 expenses in order to
preserve the value of its share of the Seabrook Project. In the past, certain of
the owners of the Seabrook Project other than Great Bay have not made their full
respective payments. The electric utility industry is undergoing significant
changes as competition and deregulation are introduced into the marketplace.
Some utilities, including certain Participants, have indicated in state
regulatory proceedings that they may be forced to seek bankruptcy protection if
regulators, as part of the industry restructuring, do not allow full recovery of
stranded costs. On February 28, 1997, the New Hampshire Public Utilities
Commission (the "NHPUC") issued an order requiring stranded cost recovery to be
based on the actual market price of electricity in New England, rather than
alternative regulatory accounting methods that are more favorable to the
Participants. On March 3, 1997, one of the Participants, Northeast Utilities
(along with three of its subsidiaries) commenced litigation against the NHPUC
involving the issue of proper accounting for stranded cost recovery. If a
Participant other than Great Bay were to file for bankruptcy, and such
Participant was unable to pay its share of Seabrook Project expenses, Great Bay
might be required to pay a greater portion of Seabrook Project expenses. In the
past, the filing of bankruptcy by a Participant has not resulted in a failure to
pay Seabrook Project expenses or an increase in the percentage of expenses paid
by other Participants.
The Seabrook Project is owned by Great Bay and the other owners thereof as
tenants in common, with the various owners holding varying ownership shares.
This means that Great Bay, which owns only a 12.1% interest, does not have
control of the management of the Seabrook Project. As a result, decisions may be
made affecting the Seabrook Project notwithstanding Great Bay's opposition.
Certain costs and expenses of operating the Seabrook Project or owning an
interest therein, such as certain insurance and decommissioning costs, are
subject to increase or retroactive adjustment based on factors beyond BayCorp's
or Great Bay's control. The cost of disposing of Unit 2 of the Seabrook Project
is not known at this time. These various costs and expenses may adversely affect
Great Bay, possibly materially.
EXTENSIVE GOVERNMENT REGULATION
The Seabrook Project is subject to extensive regulation by federal and
state agencies. In particular, the Seabrook Project and Great Bay as part owner
of a licensed nuclear facility, are subject to the broad jurisdiction of the
Nuclear Regulatory Commission (the "NRC"), which is empowered to authorize the
siting, construction and operation of nuclear reactors after consideration of
public health and safety, environmental and antitrust matters. Great Bay is also
subject to the jurisdiction of the
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Federal Energy Regulatory Commission ("FERC") and, as a result, is required to
file with FERC all contracts for the sale of electricity. FERC has the authority
to suspend the rates at which Great Bay proposes to sell power, to allow such
rates to go into effect subject to refund and to modify a proposed or existing
rate if FERC determines that such rate is not "just and reasonable." FERC's
jurisdiction also includes, among other things, the sale, lease, merger,
consolidation or other disposition of facilities, interconnection of certain
facilities, accounts, service and property records. Compliance with the various
requirements of the NRC and FERC is expensive. Noncompliance with NRC
requirements may result, among other things, in a shutdown of the Seabrook
Project.
The NRC has promulgated a broad range of regulations affecting all aspects
of the design, construction and operation of a nuclear facility, such as the
Seabrook Project, including performance of nuclear safety systems, fire
protection, emergency response planning and notification systems, insurance and
quality assurance. The NRC retains authority to modify, suspend or withdraw
operating licenses, such as that pursuant to which the Seabrook Project
operates, at any time that conditions warrant. The NRC might order Seabrook Unit
1 shut down (i) if flaws were discovered in the construction or operation of
Seabrook Unit 1, (ii) if problems developed with respect to other nuclear
generating plants of a design and construction similar to Unit 1, or (iii) if
accidents at other nuclear facilities suggested that nuclear generating plants
generally were less safe than previously believed.
Great Bay is also subject to the New Hampshire public utility law and
regulations of the NHPUC which affect, among other things, the issuance of
securities, transfer of utility property and contracts with affiliates as well
as the sale, lease, merger, consolidation or other disposition of facilities.
The NHPUC does not regulate wholesale electricity rates.
RISK OF NUCLEAR ACCIDENT
Nuclear reactors have been used to generate electric power for more than
30 years and there are currently more than 100 nuclear reactors used for
electric power generation in the United States. Although the safety record of
such nuclear reactors in the United States generally has been very good,
accidents and other unforeseen problems have occurred both in the United States
and elsewhere, including the well-publicized incidents at Three Mile Island in
Pennsylvania and Chernobyl in the former Soviet Union. The consequences of such
an accident can be severe, including loss of life and property damage, and the
available insurance coverage may not be sufficient to pay all the damages
incurred.
PUBLIC CONTROVERSY CONCERNING NUCLEAR POWER PLANTS
Substantial controversy has existed for some time concerning nuclear
generating plants and over the years such opposition has led to construction
delays, cost overruns, licensing delays, demonstrations and other difficulties.
The Seabrook Project was the subject of significant public controversy during
its construction and licensing and remains controversial. An increase in public
concerns regarding the Seabrook Project or nuclear power in general could
adversely affect the operating license of Seabrook Unit 1. While Great Bay
cannot predict the ultimate effect of such controversy, it is possible that it
could result in a premature shutdown of the unit.
WASTE DISPOSAL; DECOMMISSIONING COST
There has been considerable public concern and regulatory attention
focused upon the disposal of low- and high-level nuclear wastes produced at
nuclear facilities and the ultimate decommissioning of such facilities. As to
waste disposal concerns, both the federal government and the State of New
Hampshire are currently delinquent in the performance of their statutory
obligations. In April 1995, a privately owned facility in Utah was approved as a
disposal facility for certain types of low level
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wastes ("LLW"). Additionally, the Barnwell, South Carolina disposal facility was
reopened in July 1995 to all states except North Carolina as a result of
legislation passed by the South Carolina legislature. The Seabrook Project began
shipping certain LLW to the Utah facility in December 1995. All LLW generated by
the Seabrook Project which exceeds the maximum radioactivity level of LLW
accepted by the Utah facility is stored on-site at the Seabrook facility. Based
on information provided by North Atlantic Energy Service Corporation, the
current managing agent of Seabrook Project, management believes that the on-site
storage capacity for LLW generated by the Seabrook Project is adequate until at
least 2006.
As to decommissioning, the NRC regulations require that upon permanent
shutdown of a nuclear facility, appropriate arrangements for full
decontamination and decommissioning of the facility be made. These regulations
include a requirement to set aside during operation sufficient funds to defray
decommissioning costs. While the owners of the Seabrook Project are accumulating
a trust fund to defray decommissioning costs, these costs could substantially
exceed the value of the trust fund, and the owners (including Great Bay) would
remain liable for the excess. Moreover, the amount that is required to be
deposited in the trust fund is subject to periodic review and adjustment by an
independent commission of the State of New Hampshire, which could result in
material increases in such amounts.
In January 1997, the NRC issued a temporary exemption related to Great
Bay's status as an "electric utility" as defined in the NRC's regulations. In
the exemption, the NRC staff stated that it believes that Great Bay currently
does not satisfy the NRC definition of "electric utility." If Great Bay is an
"electric utility," then the NRC decommissioning requirements are satisfied by
Great Bay making monthly payments into the decommissioning trust fund. If Great
Bay is not an "electric utility," the NRC can require that Great Bay provide a
surety bond or other allowable decommissioning funding mechanisms. A review of
Great Bay's status as an "electric utility" by the NRC is currently in process,
which may materially and adversely affect Great Bay's liquidity.
INTENSE COMPETITION
Great Bay sells its share of Seabrook Project electricity primarily into
the Northeast United States wholesale electricity market. There are a large
number of suppliers to this market and competition is intense. A primary source
of competition comes from traditional utilities, many of which presently have
excess capacity. In addition, non-utility wholesale generators of electricity,
such as independent power producers, Qualifying Facilities and EWGs, as well as
power marketers and brokers, actively sell electricity in this market. Great Bay
may face increased competition, primarily based on price, from all such sources
in the future.
RISKS RELATED TO HOLDING COMPANY
In contrast with Great Bay, the activities of BayCorp will not be subject
to the extensive government regulation related to the public utilities and
licensed nuclear facilities. Thus, BayCorp will not receive the benefit of
scrutiny by federal and state agencies that Great Bay receives. In addition,
BayCorp may pursue activities with a greater business risk than those associated
with a regulated entity such as Great Bay. Depending on the success of any new
activities that BayCorp determines to pursue, it is possible that BayCorp's
earnings per share and dividends, if any, might be lower than if BayCorp did not
pursue such activities.
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USE OF PROCEEDS
BayCorp will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
In connection with the Chapter 11 Plan, the Selling Stockholders purchased
4,800,000 shares of Great Bay Common Stock in a private financing in April 1994.
As part of this financing, BayCorp granted certain registration rights to the
Selling Stockholders. Pursuant to such registration rights, BayCorp filed a
Registration Statement on Form S-1 covering the sale of 5,820,530 shares of
BayCorp Common Stock which became effective on April 17, 1995.
<TABLE>
The following table sets forth the name of, and the number of shares of
Common Stock beneficially owned by, each Selling Stockholder as of February 28,
1997, the number of shares of Common Stock offered by each Selling Stockholder
pursuant to this Prospectus and the number of shares to be beneficially owned by
each Selling Stockholder if all the shares offered hereby by such Selling
Stockholder are sold as described herein.
<CAPTION>
Shares to be
Shares Beneficially Percentage of Number of Beneficially
Owned Prior to Common Stock Shares Offered Owned After
Offering (1) Outstanding(2) Hereby Offering (1)
<S> <C> <C> <C> <C>
SELLING STOCKHOLDERS
Group consisting of: 2,710,500(3) 32.6% 2,710,500 0
Leon G. Cooperman,
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P. and
Omega Advisors, Inc.
(the "Omega Group")
c/o Omega Advisors, Inc.
Wall Street Plaza
88 Pine Street
New York, NY 10005
Group consisting of: 1,987,208(4) 23.9% 1,987,208 0
Elliott Associates, L.P.,
Westgate International, L.P. and
Martley International, Inc.
(the "Elliott Group")
c/o Elliott Associates, L.P.
712 Fifth Avenue
36th Floor
New York, NY 10019
<FN>
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(1) The number of shares of Common Stock beneficially owned by each person or
entity is determined under rules promulgated by the Commission. Under such
rules, beneficial ownership includes any shares as to which the person or
entity has sole or shared voting power or investment power, and also
includes any shares which the person or entity has the right to acquire
within 60 days after February 28, 1997. Unless otherwise indicated, each
person or entity referred to above has sole voting and investment power
with respect to the shares listed. The inclusion herein of any shares
deemed beneficially owned does not constitute an admission of beneficial
ownership of such shares.
</TABLE>
9
<PAGE> 12
(2) Number of shares deemed outstanding includes 8,318,855 shares outstanding
as of February 28, 1997, plus any shares subject to options held by the
person or entity in question that are currently exercisable or exercisable
within 60 days after February 28, 1997.
(3) The information presented herein is as reported in, and based solely upon,
a Schedule 13D filed by the indicated stockholders with the Commission on
February 25, 1997. Leon G. Cooperman reported beneficial ownership of
2,710,500 shares, with sole voting and dispositive power with respect to
2,266,520 of such shares and shared voting and dispositive power with
respect to 443,980 of such shares. Omega Capital Partners, L.P. ("Omega
Capital") reported beneficial ownership of 1,031,760 shares, with sole
voting and dispositive power as to all such shares. Omega Institutional
Partners, L.P. ("Omega Institutional") reported beneficial ownership of
76,520 shares, with sole voting and dispositive power as to such shares.
Omega Advisors, Inc. ("Omega Advisors") reported beneficial ownership of
1,602,220 shares with sole voting and dispositive power with respect to
1,158,240 of such shares and shared voting and dispositive power with
respect to 443,980 of such shares. Mr. Cooperman is the managing partner
of each of Omega Capital Partners, L.P. and Omega Institutional Partners,
L.P. and is the President of Omega Advisors, Inc. These stockholders may
be deemed to be a group for purposes of Rule 13d-3 promulgated under the
Exchange Act.
(4) The information presented herein is as reported in, and based solely upon,
a Schedule 13D filed by the indicated stockholders with the Commission on
February 19, 1997. Elliott Associates, L.P., a Delaware limited
partnership ("Elliott Associates"), reported beneficial ownership of
1,267,809 shares, with sole voting and dispositive power as to such
shares. Westgate International, L.P., a Cayman Islands limited partnership
("Westgate"), reported beneficial ownership of 719,399 shares. Martley
International, Inc., a Delaware corporation and investment manager for
Westgate ("Martley"), and Westgate reported shared voting and dispositive
power with respect to all shares reported as beneficially owned by
Westgate. Mr. Paul E. Singer and Braxton Associates, L.P., a New Jersey
limited partnership, which is controlled by Singer, are the general
partners of Elliott Associates. Hambledon, Inc., a Cayman Islands
corporation, is the sole general partner of Westgate. Martley is the
investment manager for Westgate. Martley expressly disclaimed equitable
ownership of and pecuniary interest in any Common Stock. The stockholders
identified in this note may be deemed to be a group for purposes of Rule
13d-3 promulgated under the Exchange Act.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised BayCorp that the Shares covered
hereby may be sold in private or public transactions, in transactions involving
principals, in transactions involving brokers, or by any other lawful methods.
Sales through brokers may be made by any method of trading authorized by the
AMEX or any stock exchange on which the Shares may be listed in the future,
including block trading in negotiated transactions. Without limiting the
foregoing, such brokers may act as dealers by purchasing any or all of the
shares covered by this Prospectus, either as agents for others or as principals
for their own accounts and reselling such shares pursuant to this Prospectus.
The Selling Stockholders have advised BayCorp that they do not anticipate paying
any consideration other than usual and customary broker's commissions in
connection with sales of the shares and that a portion of the shares being
offered hereunder may be sold in accordance with the provisions of Rule 144
under the Securities Act to the extent that such sales may be made in compliance
with Rule 144.
To the extent required, the number of Shares to be sold, the names of the
Selling Stockholders, the purchase price, the name of any such agent, dealer or
underwriter and any applicable commissions with respect to a particular offer
will be set forth in an accompanying Prospectus supplement. The aggregate
10
<PAGE> 13
proceeds to the Selling Stockholders from the sale of the Shares offered by them
hereby will be the selling price of such Shares less discounts and commissions,
if any.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
In offering the Shares covered by this Prospectus, it is possible that the
Selling Stockholders and any broker/dealers who execute sales for the Selling
Stockholders may be considered to be "underwriters" within the meaning of the
Securities Act, and any profits realized by the Selling Stockholders and the
compensation of such broker/dealers may be deemed to be underwriting discounts
and commissions.
Sales of shares are, in general, expected to be made at the market price
prevailing at the time of each such sale; however, prices in negotiated
transactions may differ considerably. The engagement of a broker for the sale of
any of the shares covered by this Prospectus may be terminated at any time by
the Selling Stockholder or the broker. The Selling Stockholders are acting
independently of BayCorp in making decisions with respect to the timing, manner
and size of any sale.
LEGAL MATTERS
The legality of the Shares is being passed upon for BayCorp by Hale and
Dorr LLP, Boston, Massachusetts.
EXPERTS
The consolidated audited balance sheet for the years ended December 31,
1996 and 1995 of BayCorp and the consolidated statements of income,
stockholders' equity and cash flows for the years ended December 31, 1996, 1995
and the period from November 24, 1994 to December 31, 1994 and the annual
statements of income, changes in stockholders' equity and cash flows to Great
Bay for the period from January 1, 1994 to November 23, 1994, incorporated by
reference in this Prospectus and elsewhere in the Registration Statement, to the
extent and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firms as experts in giving said reports.
The statements of loss, retained deficit and cash flow of Great Bay for the
year ended December 31, 1993, incorporated by reference in this Prospectus and
elsewhere in the Registration Statement, have been included herein in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
On November 26, 1993 the Bankruptcy Court approved Great Bay's selection of
Arthur Andersen LLP as Great Bay's independent accountant, to be effective only
upon Great Bay's emergence from bankruptcy. Prior to November 23, 1994 the
Predecessor Company had not consulted Arthur Andersen LLP regarding the
application of accounting principles to specified transactions or the type of
audit opinion that might be rendered on Great Bay's financial statements during
the periods from January 1, 1991 through December 31, 1993.
11
<PAGE> 14
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE HEREOF.
--------------------
TABLE OF CONTENTS
Page
Available Information....................................2
Incorporation of Certain Documents
By Reference..........................................2
Special Note Regarding Forward-Looking
Statements............................................2
The Company..............................................4
Risk Factors.............................................5
Use of Proceeds..........................................9
Selling Stockholders.....................................9
Plan of Distribution....................................10
Legal Matters...........................................11
Experts.................................................11
----------------------
================================================================================
BAYCORP HOLDINGS, LTD.
4,697,708 SHARES
COMMON STOCK
--------------------
PROSPECTUS
--------------------
_______________, 1997
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
The following table sets forth the costs and expenses, other than any
underwriting discounts and commissions, payable in connection with the sale of
Common Stock being registered. All amounts are estimates except the Securities
and Exchange Commission (the "SEC") registration fee.
<CAPTION>
Amount to be Paid
-----------------
<S> <C>
SEC registration fee.................................................. $11,573
Legal fees (including Blue Sky) and expenses of the Registrant........ 15,000*
Accounting fees and expenses.......................................... 3,000*
Miscellaneous......................................................... 5,427*
-------
TOTAL................................................................. $35,000*
=======
<FN>
- -----------------
*Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article EIGHTH of the Registrant's Certificate of Incorporation provides
that no director of the Registrant shall be personally liable for any monetary
damages for any breach of fiduciary duty as a director, except to the extent
that the Delaware General Corporation law prohibits the elimination or
limitation of liability of Director for breach of fiduciary duty.
Article NINTH of the Registrant's Certificate of Incorporation provides
that a director or officer of the Registrant (a) shall be indemnified by the
Registrant against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a Director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after
II-1
<PAGE> 16
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.
Article NINTH of the Registrant's Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to Directors or officers the Registrant
must indemnify those persons to the full extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law.
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1* - Certificate of Incorporation of the Company.
4.2* - By-Laws of the Company.
5.1 - Opinion of Hale and Dorr LLP.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Hale and Dorr LLP (included in Exhibit 5.1).
24 - Power of Attorney (appears on page II-4).
- -----------------------
* Filed as an exhibit to the Company's Registration Statement on Form S-4
(Registration No. 333- 3362) filed on July 12, 1996 and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the
II-2
<PAGE> 17
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1) (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
that are incorporated in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dover, State of New Hampshire on the 31st day of
March, 1997.
BAYCORP HOLDINGS, LTD.
By: /s/ John A. Tillinghast
-------------------------
John A. Tillinghast
President, Treasurer and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of BayCorp Holdings, Ltd.
hereby severally constitute and appoint John A. Tillinghast, Frank W. Getman Jr.
and Mark N. Polebaum, and each of them singly, our true and lawful attorneys,
will full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-3
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable BayCorp
Holdings, Ltd. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of March, 1997.
Signature Title(s)
--------- --------
/s/ John A. Tillinghast President, Treasurer, Chief Executive
- ----------------------------- Officer and Director
John A. Tillinghast (principal executive officer and
principal financial officer)
/s/ Andrew J. Kurtz Director
- -----------------------------
Andrew J. Kurtz
/s/ Kenneth A. Buckfire Director
- -----------------------------
Kenneth A. Buckfire
/s/ Charles A. Leeds Director
- -----------------------------
Charles A. Leeds, Jr.
II-4
<PAGE> 19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
4.1* Certificate of Incorporation of the Company
4.2* By-Laws of the Company
5 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit
5.1)
24 Power of Attorney (appears on page II-4)
- --------------
* Filed as an exhibit to the Company's Registration Statement on Form S-4
(Registration No. 333-3362) filed on July 12, 1996 and incorporated herein
by reference.
II-7
<PAGE> 1
Exhibit 5.1
-----------
[Letterhead of Hale and Dorr LLP appears here]
March 31, 1997
BayCorp Holdings, Ltd.
Cocheco Falls Millworks
100 Main Street
Dover, NH 03820
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration for resale by certain selling
stockholders of 4,697,708 shares of common stock, $.01 par value per share (the
"Shares"), of BayCorp Holdings, Ltd., a Delaware corporation (the "Company").
We have examined the Certificate of Incorporation and the By-Laws of the
Company and all amendments thereto and have examined and relied on the
originals, or copies certified to our satisfaction, of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors and stockholders of the Company, all as provided to us by the Company,
and such other documents and instruments as in our judgement are necessary or
appropriate to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, (ii) the conformity to original documents of all documents
submitted to us as certified or photostatic copies and (iii) the authenticity of
the originals of the latter documents.
We express no opinion herein as to the laws of any stock or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that (i) the
Shares have been duly authorized and (ii) the Shares are legally issued, fully
paid and nonassessable.
It is our understanding that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
II-5
<PAGE> 1
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our reports dated
January 24, 1997 included in BayCorp Holdings, Ltd. Form 10-K for the year ended
December 31, 1996 and dated January 26, 1996 included in Great Bay Power
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our firm included in this Registration Statement.
Arthur Andersen LLP
Boston, Massachusetts
March 28, 1997
II-6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BAYCORP HOLDINGS, LTD. FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 16412
<SECURITIES> 12363
<RECEIVABLES> 2927
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36257
<PP&E> 109903
<DEPRECIATION> 7152
<TOTAL-ASSETS> 152418
<CURRENT-LIABILITIES> 5705
<BONDS> 0
0
0
<COMMON> 84
<OTHER-SE> 89541
<TOTAL-LIABILITY-AND-EQUITY> 152418
<SALES> 30324
<TOTAL-REVENUES> 30324
<CGS> 32563
<TOTAL-COSTS> 32563
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1595
<INCOME-PRETAX> 4100
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4100
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0
</TABLE>
