File No. 70-09699
(As filed October 17, 2000)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 ON FORM U-1/A
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
KeySpan Corporation Eastern Enterprises
ACJ Acquisition LLC Boston Gas Services, Inc.
Brooklyn Union Gas Company EE-AEM Company, Inc.
and its subsidiary companies EE Acquisition Company, Inc.
KeySpan Energy Corporation EEG Acquisition Company, Inc.
and its subsidiary companies Eastern Associated Capital Corp.
KeySpan Operating Services LLC Eastern Associated Securities Corp.
KeySpan Exploration & Production LLC Eastern Energy Systems Corp.
KeySpan Technologies Inc. Eastern Rivermoor Company, Inc.
KeySpan MHK, Inc. and its subsidiary Eastern Urban Services, Inc.
companies Mystic Steamship Corporation
One MetroTech Center PCC Land Company, Inc.
Brooklyn, New York 11201 Philadelphia Coke Co., Inc.
KeySpan Gas East Corporation Water Products Group Incorporated
KeySpan Generation LLC Western Associated Energy Corp.
KeySpan Corporate Services LLC 9 Riverside Road
KeySpan Utility Services LLC Weston, Massachusetts 02493
Marquez Development Corp. Boston Gas Company and its
Island Energy Services Company, Inc. subsidiary companies
LILCO Energy Systems, Inc. Essex Gas Company and its
175 East Old Country Road subsidiary companies
Hicksville, New York 11801 Colonial Gas Company and its
KeySpan-Ravenswood Inc. subsidiary companies
KeySpan-Ravenswood Services Corp. One Beacon Street
38-54 Vernon Boulevard Boston, Massachusetts 02108
Long Island City, New York 11101 Midland Enterprises Inc., and its
KeySpan Services, Inc., and its subsidiary companies
subsidiary companies 300 Pike Street
Octagon 10 Office Building Cincinnati, Ohio 45202
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1719 Route 10, Suite 108 ServicEdge Partners, Inc.
Parsippany, New Jersey 07054 AMR Data Corporation
KeySpan Energy Trading Services LLC 62 Second Avenue
100 East Old Country Road Burlington, Massachusetts 01803
Hicksville, New York 11801
KeySpan Energy Supply LLC ENERGYNORTH, INC.
14-04 111th Street EnergyNorth Natural Gas, Inc.
College Point, New York 11356 Broken Bridge Corporation
EnergyNorth Realty, Inc.
1260 Elm Street
P.O. Box 329
Manchester, New Hampshire 03105
EnergyNorth Propane, Inc.
75 Regional Drive
Concord, New Hampshire 03301
ENI Mechanicals, Inc. and its
subsidiary companies
25 Depot Street
Manchester, Massachusetts 03101
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(Name of companies filing this statement and addresses
of principal executive offices)
KeySpan Corporation
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(Name of top registered holding company parent of each applicant)
Steven L. Zelkowitz L. William Law, Jr., Esq.
Senior Vice President Senior Vice President
and General Counsel and General Counsel
KeySpan Corporation Eastern Enterprises
One MetroTech Center 9 Riverside Road
Brooklyn, New York 11201 Weston, Massachusetts 02493
Michelle L. Chicoine
Executive Vice President
EnergyNorth, Inc.
1260 Elm Street
Manchester, New Hampshire 03101
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(Name and address of agent for service)
The Commission is also requested to send
copies of any communications in connection with
this matter to:
<PAGE>
Kenneth M. Simon, Esq. Andrew F. MacDonald, Esq.
Laura V. Szabo, Esq. Thelen Reid & Priest LLP
Dickstein Shapiro Morin 701 Pennsylvania Avenue, NW
& Oshinsky LLP Suite 800
2101 L Street, NW Washington, D.C. 2004
Washington, D.C. 20037
Richard A. Samuels, Esq.
McLane, Graf, Raulerson & Middleton P.A.
900 Elm Street
P.O. Box 326
Manchester, New Hampshire 03105
<PAGE>
AMENDMENT NO. 2 TO
APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
This pre-effective Amendment No. 2 amends the Form U-1
Application/Declaration previously filed in this proceeding with the Securities
and Exchange Commission in the following respects:
Item 1 Description of the Proposed Transaction
1. The second to last sentence in the first paragraph of Item 1.C.2. is
hereby amended by deleting it in its entirety and replacing it with the
following sentence:
"KeySpan currently has approximately $2.0 billion in
Guarantees outstanding which are expected to remain in place
following the Mergers."
2. The twelfth paragraph of Item 1.D.1 is amended by deleting "231" from
the third sentence and replacing it with "375."
3. Item 1.D.2.b is amended by deleting ", ETC" from item v.
Item 6 Exhibits and Financial Statements
1. The section of Exhibit B (KeySpan, Eastern and EnergyNorth Dividend
Reinvestment Plan and Stock Based Compensation and Employee Benefit Plan)
entitled "EnergyNorth Plans" is hereby amended by deleting "June 18, 2000" in
the last sentence of the last paragraph in the section entitled "Shareholder
Rights Plan" and replacing that date with "June 30, 2001."
2. The following Exhibits are hereby deleted in their entirety and replaced
by the new exhibits attached hereto:
Exhibit C - KeySpan Corporation Financing Arrangements (as of
September 30, 2000)
Exhibit D - Utility Subsdiary Financing Arrangements (as of September
30, 2000)
Exhibit E - Nonutility Subsidiary Financing Arrangements (as of
September 30, 2000)
Exhibit G-1 - Form of Service Agreement for KeySpan Corporate Services
LLC
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Exhibit G-2 -Form of Service Agreement for KeySpan Utility Services
LLC
Exhibit G-3 - Form of Service Agreement for KENG
Exhibit M - Number of Service Company Employees
3. The following Exhibits are provided:
Exhibit F - Tax Allocation Agreement
Exhibit H-1 - Form of Utility Money Pool Agreement
Exhibit H-2 - Form of Nonutility Money Pool Agreement
Exhibit I -Fees (Filed with the Commission on June 15, 2000, File No.
70-9641 and incorporated by reference herein)
Exhibit J - Opinion of Counsel
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned officer thereunto duly authorized.
KEYSPAN CORPORATION
/s/
----------------------------
Steven Zelkowitz
Senior Vice President and General
Counsel
EASTERN ENTERPRISES
/s/
----------------------------
L. William Law, Jr.
Senior Vice President and General
Counsel
ENERGYNORTH, Inc.
/s/
----------------------------
Michelle L. Chicoine
Executive Vice President
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