YANKEE ATOMIC ELECTRIC CO
POS AMC, 1994-03-10
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                                             File No. 70-8083


               SECURITIES AND EXCHANGE COMMISSION
                     450 Fifth Street, N.W.
                      Washington, DC 20549

                 Post-Effective Amendment No. 3

                               To

                            FORM U-1

                     APPLICATION/DECLARATION

                              UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                            (the Act)

                 YANKEE ATOMIC ELECTRIC COMPANY
                         580 Main Street
                   Bolton, Massachusetts 01740

           (Name of Company filing This Statement and 
             Address of Principal Executive Office)

                   NEW ENGLAND ELECTRIC SYSTEM

                               and

                       NORTHEAST UTILITIES

           (Names of Top Registered Holding Companies)



H. T. Tracy, Jr.                       Kirk L. Ramsauer
Vice President, Treasurer, and CFO     Assistant General Counsel
580 Main Street                        25 Research Drive
Bolton, Massachusetts 01740            Westborough, MA 01582

           (Names and Addresses of Agents for Service)
<PAGE>
     Form U-1 Application/Declaration, effective October 16, 1992
(Commission's File No. 70-8083, HCAR No. 25709) is hereby post-
effectively amended as follows:
     1.   By adding the following under "Item 4 - Regulatory
          Approval:"

          No state regulatory commission nor Federal commission
          (other than the Securities and Exchange Commission) has
          jurisdiction over the proposed transaction.

     2.   By adding the following under "Item 6 - Exhibits and
          Financial Statements:"

          (a)  Exhibits
               F-1 Opinion of Counsel
<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 thereunto
duly authorized.

                              YANKEE ATOMIC ELECTRIC COMPANY


                              s/ Kirk L. Ramsauer
                                                            
                              Kirk L. Ramsauer
                              Clerk and Assistant General Counsel



Date:  March 10, 1994



<PAGE>
                          EXHIBIT INDEX



Exhibit No.      Description                 Page
- -----------      -----------                 ----

    F-1          Opinion of Counsel          Filed herewith




<PAGE>
       25 Research Drive, Westborough, Massachusetts 01582
       ===================================================

                                        EXHIBIT F - 1




                                        March 9, 1994




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  Yankee Atomic Electric Company
          File No. 70-8083

Dear Commissioners:

     Yankee Atomic Electric Company (the Company) has filed two
Post-effective Amendments (dated January 14, 1994, and February
4, 1994) to Application/Declaration on Form U-1 dated October 16,
1992, as amended, with your Commission.  By these Post-effective
Amendments, the Company seeks authority to make short-term
borrowings from banks from time to time, through December 31,
1995, up to a maximum aggregate amount of $10,000,000 outstanding
at any one time.  The proceeds of the borrowings will be used to
finance a portion of working capital relating to accounts
receivable for engineering services.

     The Company is a Massachusetts corporation and is subject to
the jurisdiction of the Massachusetts Department of Public
Utilities (MDPU) with respect to the issuance of securities.  As
the notes to be issued by the Company are to mature at periods of
not more than one year from the date of issuance, no approval of
such issuance by the MDPU is required.

     The proposed borrowings are within the limits authorized by
the board of directors of the Company on November 2, 1977.

     Based on the foregoing, and subject to appropriate action by
the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, it is my opinion that, in the event
the proposed transaction is consummated in accordance with the
statement on Form U-1, as amended:

     a.   All state laws applicable to the proposed transaction
          will have been complied with;

     b.   The Company is validly organized and duly existing;
<PAGE>
Securities and Exchange Commission
Page Two
March 9, 1994


     c.   The notes representing the proposed borrowings, when
          duly executed and delivered and when the consideration
          therefor has been received, will be valid and binding
          obligations of the Company in accordance with their
          terms, subject to laws of general application affecting
          the rights and remedies of creditors; and

     d.   The consummation of the proposed transaction will not
          violate the legal rights of the holders of any
          securities issued by the Company or any associate
          company thereof.

     I hereby consent to the use of this opinion in connection
with the statement on Form U-1 filed with the Securities and
Exchange Commission with reference to said transactions.

                                        Very truly yours,

                                        s/ Kirk L. Ramsauer

                                        Kirk L. Ramsauer
                                        Assistant General Counsel

CLE/gbe




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