<PAGE>
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
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
(Name of Top Registered Holding Companies)
Thomas W. Bennet, Jr. Kirk L. Ramsauer
Vice President and Treasurer, Assistant General Counsel
580 Main Street 25 Research Drive
Bolton, Massachusetts 01740 Westborough, Massachusetts 01582
(Names and addresses of Agents for Service)
<PAGE>
ITEM 1 - DESCRIPTION OF PROPOSED TRANSACTION
--------------------------------------------
This application/declaration relates to short-term borrowing
by Yankee Atomic Electric Company (Yankee Atomic) for the period
from January 1, 1996, through December 31, 1997. Yankee Atomic
seeks to borrow money from one or more banks, up to a maximum
aggregate amount to be outstanding at one time of $10,000,000.
Yankee Atomic currently has short-term borrowings authority
through December 31, 1995, up to $10,000,000 (HCAR 26002, dated
March 11, 1994). The proceeds of the proposed borrowings will be
used to finance the company's Nuclear Services Division working
capital needs relating to accounts receivable.
With the closing of its only generating plant, Yankee Atomic
is now a service type company operating pursuant to Commission
authority in accordance with File No. 70-4636, HCAR No. 16141,
dated August 20, 1968. Yankee Atomic expects to provide annual
services in an amount between $50 and $60 million during 1996.
In order to adequately finance its working capital needs, Yankee
Atomic believes that a $10 million, short term borrowing
authority is required.
Borrowings from Bank(s)
- ----------------------
The proposed borrowings by Yankee Atomic from banks(s) will
be evidenced by notes maturing in less than one year from the
date of issuance. Yankee Atomic will negotiate with the bank(s)
the interest costs of such borrowings. Yankee Atomic pays fees
to the banks in lieu of compensating balance arrangements. The
effective interest cost of borrowings from a bank will not exceed
the greater of the bank's base or prime lending rate, or the rate
published in the "Wall Street Journal" as the high federal funds
rate, plus, in either case, one percent. Based on the current
base lending rate of 8.75% and an equivalent or lower, high
federal funds rate, the effective interest costs of such a
borrowing today would not exceed 9.75% per annum.
Certain of such borrowings may be without prepayment
privileges. Payment of any short-term promissory notes prior to
maturity will be made on the basis most favorable to Yankee
Atomic, taking into account fixed maturities, interest rates, and
any other relevant financial considerations.
EWG/FUCO
- --------
Yankee Atomic does not have an ownership interest in an
exempt wholesale generator ("EWG") or foreign utility company
("FUCO") as defined in Sections 32 and 33 of the Act.
Additionally, Yankee Atomic is not a party, nor has any rights
<PAGE>
under, a service, sales, or construction agreement with a EWG or
FUCO, and does not have any current intention to secure an
ownership interest in an EWG or FUCO. None of the proceeds of
the transaction proposed will be used by Yankee Atomic, New
England Electric System, Northeast Utilities, or any affiliated
company for acquisition of an interest in a EWG or FUCO.
Filing of Certificates of Notification
- --------------------------------------
Within 45 days after the end of each calendar quarter,
Yankee Atomic will file a certificate of notification covering
the transactions effected pursuant to the authority requested
herein during such quarter. Such certificate will show the dates
and amounts of all new money borrowings, the name(s) of the
bank(s), the maximum amount of notes outstanding to bank(s), at
any one time, and the aggregate total outstanding at the end of
such quarter. The final certificate of notification will be
accompanied by the required past tense opinion of counsel.
ITEM 2 - FEES, COMMISSIONS, AND EXPENSES
----------------------------------------
There are no fees or commissions other than the filing fee,
to be paid in connection with the proposed transactions.
Incidental services will be performed by New England Power
Service Company at the actual cost thereof. New England Power
Service Company is an affiliated service company operating
pursuant to Section 13 of the Act and the Commission's rules
thereunder. The cost of such services to Yankee Atomic,
primarily that of the Legal and Administrative Departments, is
estimated not to exceed $1,000.
The only other expense to be borne by Yankee Atomic is the
$2,000 fee for filing this application/declaration under the
Public Utility Holding Company Act of 1935 paid by wire transfer
to the Commission at the time of filing. Therefore, the
estimated expenses aggregate $3,000.
ITEM 3 - APPLICABLE STATUTORY PROVISIONS
----------------------------------------
(a) (1) The issuance of notes by Yankee Atomic to bank:
Sections 6(a) and 7 of the Act, and exempted from
the provisions of Rule 50 by Subparagraph (a) (2)
of said rule.
(2) The payment of any note indebtedness from the
proceeds of the proposed borrowings: exempted
from Section 9(a) and Rule 42(a) by Subparagraph
(b)(2) of said rule.
<PAGE>
(b) Yankee Atomic is and has the following relationships,
as defined under the Act and the Rules and Regulations
thereunder:
A subsidiary and an affiliate of New England Power Company,
an exempt holding company, and of New England Electric
System, a registered holding company, and an associate of
each company in the New England Electric System Holding
Company System.
A subsidiary and an affiliate of The Connecticut Light and
Power Company, an exempt holding company, and of Northeast
Utilities, a registered holding company and an associate of
each company in the Northeast Utilities Holding Company
System, and an affiliate of Western Massachusetts Electric
Company, and Public Service Company of New Hampshire, both
subsidiaries of said Northeast Utilities.
An affiliate of Boston Edison Company.
An affiliate of Central Maine Power Company.
Note: Yankee Atomic is neither an affiliate nor an
associate of Montaup Electric Company, a
subsidiary of Eastern Utilities Associates, a
registered holding company, nor of Central
Vermont Public Service Corporation, nor of
Commonwealth Electric Company and Cambridge
Electric Light Company, both subsidiaries of
Commonwealth Energy Systems, an exempt holding
company, as the holding of the Yankee Atomic
voting stock by each is less than 5%.
ITEM 4 - REGULATORY APPROVAL
----------------------------
No state regulatory commission nor Federal commission (other
than the Securities and Exchange Commission) has jurisdiction
over the proposed transactions.
ITEM 5 - PROCEDURE
------------------
It is requested that the Commission take action with respect
to this statement without a hearing being held and that this
statement become effective on or before December 31, 1995, or as
soon as practicable thereafter, in order for Yankee Atomic to
make its borrowing under this authority early in 1996.
Yankee Atomic (1) does not request a recommended decision by
an administrative law judge, (2) does not request a recommended
decision by any other responsible officer of the Commission,
<PAGE>
(3) hereby specifies that the Division of Investment Management
may assist in the preparation of the Commission's decision, and
(4) hereby requests that there be no 30-day waiting period
between the date of issuance of the Commission's order and the
date on which it is to become effective.
ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS
------------------------------------------
(a) A Form of Notes Proposed to be Issued by Yankee
Atomic to the Banks.
*F Opinion of Counsel
G. Proposed Form of Notice.
(b) Financial Statements:
1. Balance Sheet of Yankee Atomic at September 30,
1995.
2. Statement of Income and Retained Earnings of
Yankee Atomic for the 12 months ended September
30, 1995.
As no true pro forma effect can be given because of
changing situations over the period, pro forma
statements have been omitted.
3. Estimated source and application of funds by
month for 1996 and 1997.
There were no material changes, not in the ordinary
course of business, since the day of the balance
sheet, September 30, 1995.
* To be filed by amendment.
ITEM 7 - INFORMATION AS TO ENVIRONMENTAL EFFECTS
-----------------------------------------------
The proposed transaction does not involve a major Federal
action significantly affecting the quality of the human
environment.
<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: November 17, 1995
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
A Form of Notes Proposed to be Issued by Filed herewith
Yankee Atomic to the Banks
F Opinion of Counsel To be filed by
amendment
G Proposed Form of Notice Filed herewith
1 Balance Sheet of Yankee Atomic at Filed herewith
September 30, 1995
2 Statement of Income and Retained Earnings Filed herewith
of Yankee Atomic for the 12 Months
Ended September 30, 1995
3 Estimated Source and Application of Filed herewith
Funds by Month for 1996 and 1997
Financial Data Schedule Filed herewith
<PAGE>
EXHIBIT A
FORM OF PROMISSORY NOTE
------------------------
FOR VALUE RECEIVED, YANKEE ATOMIC ELECTRIC COMPANY, a Massachusetts
corporation (the "Borrower") hereby promises to pay to the order of (the
"Bank") the principal amount of up to ten million dollars ($10,000,000) under
the terms and conditions of a certain Loan Agreement dated as of the date
hereof by and between the Borrower and the Bank (the "Loan Agreement").
Capitalized terms not otherwise defined herein are used herein with the same
meaning as specified in the Loan Agreement. All of the terms, conditions and
covenants of the Loan Agreement are expressly made a part of this promissory
note (the "Note") by reference in the same manner and with the same effect as
if set forth herein at length and any holder of this Note is entitled to the
benefits of and remedies provided in the Loan Agreement and any other
agreements by and between the Borrower and the Bank.
The Borrower may borrow and reborrow under this Note in accordance with
the terms of the Loan Agreement. The principal balance of each Loan shall be
repaid at the expiration of the Interest Period applicable thereto and the
aggregate balance of all Loans then outstanding hereunder shall be due and
payable in full on the Termination Date. The Borrower acknowledges and agrees
that no Interest Period shall have a duration of more than nine months.
Subject to the provisions concerning payment of interest at a higher
rate during the occurrence and continuance of an Event of Default, this Note
shall bear interest on the outstanding balance from time to time at the rates
as provided in the Loan Agreement until such principal and interest on the
outstanding balance shall be due and payable in arrears on Interest Payment
Dates as provided in the Loan Agreement.
Should any installment payment be in default for more than ________
(___) days, there may be imposed, to the extent permitted by law, a
delinquency charge not to exceed ______ percent (__%) of such installment in
default.
In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and
interest, all costs of collection, including reasonable attorneys' fees.
<PAGE>
IN WITNESS WHEREOF, the Borrower has executed this Note under seal as of
the day and year first above written.
YANKEE ATOMIC ELECTRIC COMPANY
ATTEST:
By: ____________________ By: ______________________________
____________________ Title: ___________________________
Secretary
[Corporate Seal]
<PAGE>
EXHIBIT G
---------
PROPOSED FORM OF NOTICE
-----------------------
Yankee Atomic Electric Company (Yankee Atomic), 580 Main Street, Bolton,
Massachusetts, 01740, and electric utility subsidiary of New England Electric
System and Northeast Utilities, registered holding companies, has filed an
application/declaration with this Commission pursuant to Sections 6, 7, 9, and
10 of the Public Utility Holding Company Act of 1935 and Rules 42(b)(2).
Yankee Atomic proposed that its short-term borrowing authorization be
extended through December 31, 1997, and that it be permitted to borrow money
from banks, up to a maximum aggregate amount to be outstanding at any one time
of $10,000,000. The proceeds of the proposed borrowings will be used to
finance the companies working capital needs relating to accounts receivable.
<PAGE>
<TABLE>
FINANCIAL STATEMENT 1
PAGE 1 OF 2
<CAPTION>
YANKEE ATOMIC ELECTRIC COMPANY
BALANCE SHEET
AS OF SEPTEMBER 30, 1995
ASSETS AND OTHER DEBITS
- -----------------------
<S> <C>
UTILITY PLANT
Electric plant in service $ 136,960
------------
Total utility plant 136,960
------------
OTHER PROPERTY AND INVESTMENTS
Non-utility property 1,448,595
Less accumulated depreciation 1,073,979
------------
Subtotal 374,616
Decommissioning fund 104,897,970
Other investments 267,887
------------
Total other property and investments 105,540,473
------------
CURRENT AND ACCRUED ASSETS
Cash and temporary investments 9,609,619
Accounts receivable 10,813,583
Prepayments 902,943
------------
Total current and accrued assets 21,326,145
------------
DEFERRED DEBITS
Regulatory Assets
Fuel 15,639,598
Decommissioning 213,440,003
Other - shutdown related 25,631,268
FAS No. 109 - deferred tax asset 2,010,134
DOE D & D assessment 46
Unrecovered assets 28,494,254
------------
Total regulatory assets 285,215,303
------------
Deferred income tax-decommissioning 11,348,905
Deferred income tax-other (13,707,034)
Other (4,787,871)
------------
Total deferred debits 278,069,303
------------
TOTAL ASSETS AND OTHER DEBITS $405,072,881
============
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENT 1
PAGE 2 OF 2
<CAPTION>
YANKEE ATOMIC ELECTRIC COMPANY
BALANCE SHEET
AS OF SEPTEMBER 30, 1995
LIABILITIES AND OTHER CREDITS
- -----------------------------
<S> <C>
PROPRIETARY CAPITAL
Common stock, par value $100 per
share; 153,400 shares authorized
and outstanding $ 15,340,000
Retained earnings 9,278,497
------------
Total proprietary capital 24,618,497
------------
LONG TERM DEBT
Bank notes 0
------------
Total long-term debt 0
------------
CURRENT AND ACCRUED LIABILITIES
Long-term debt due within one year 0
Notes payable 5,500,000
Accounts payable 1,919,327
Accrued federal income taxes 0
Accrued interest 119,389
Other (1,015,982)
------------
Total current & accrued liabilities 6,522,734
------------
DEFERRED CREDITS
Regulatory Liabilities
Fuel 15,639,598
Decommissioning 213,440,003
Other - shutdown related 25,631,268
Fas No. 109 - deferred tax liability 2,366,780
------------
Total regulatory liabilities 257,077,649
------------
Unamortized investment tax credits 238,517
Decommissioning reserve 113,333,108
Other 3,282,376
------------
Total deferred credits 373,931,650
------------
TOTAL LIABILITIES AND OTHER CREDITS $405,072,881
============
SUBJECT TO AUDIT AND ADJUSTMENT BY CERTIFIED PUBLIC ACCOUNTANTS
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENT 2
<CAPTION>
YANKEE ATOMIC ELECTRIC COMPANY
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
<S> <C>
OPERATING REVENUES
Electric sales $43,838,058
Engineering services to others 53,011,648
-----------
Total operating revenues 96,849,706
-----------
OPERATING EXPENSES
Fuel 1,428,654
Operations 3,839,764
Engineering 55,648,396
Decommissioning 26,536,335
Amortization of unrecovered assets 5,996,903
Taxes, other than federal income 275,218
Federal income taxes 1,079,272
-----------
Total operating expenses 94,804,542
-----------
OPERATING INCOME 2,045,164
-----------
OTHER INCOME (EXPENSE)
Other, net (2,407,103)
-----------
Total other income (2,407,103)
-----------
OPERATING AND OTHER INCOME (361,939)
-----------
INTEREST
Interest on short-term debt 7,667
Interest on long-term debt 210,993
Other 33,462
-----------
Total interest 252,122
-----------
NET INCOME (LOSS) $ (614,061)
===========
RETAINED EARNINGS
Retained earnings-beginning $ 9,892,558
Net income (loss) (614,061)
-----------
Subtotal 9,278,497
Dividends paid 0
-----------
RETAINED EARNINGS-ending $ 9,278,497
===========
PER SHARE DATA:
Earnings per share ($4.00)
Dividends per share 0
SUBJECT TO AUDIT AND ADJUSTMENT BY CERTIFIED PUBLIC ACCOUNTANTS
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENT 3
PAGE 1 OF 2
YANKEE ATOMIC ELECTRIC COMPANY
ESTIMATED SOURCE AND APPLICATION OF FUNDS
1996
(000's)
<CAPTION>
12 MONTH
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHORT-TERM DEBT
BEGINNING-OF-MONTH $5,000 $4,662 $4,324 $3,986 $3,648 $3,310 $4,997 $4,659 $4,322 $3,984 $3,646 $3,308 $5,000
SOURCE OF FUNDS:
- ---------------
NET INCOME 117 117 117 117 117 117 117 117 117 117 117 113 1,400
AMORTIZATION OF
UNRECOVERED ASSETS 500 500 500 500 500 500 500 500 500 500 500 499 5,999
DEFERRED TAXES
(EXCL. DECOM.) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167)(2,000)
OTHER 18 18 18 18 18 18 18 18 18 18 18 19 217
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
468 468 468 468 468 468 468 468 468 468 468 464 5,616
APPLICATION OF FUNDS:
- --------------------
ITC AMORTIZATION 4 4 4 4 4 4 4 4 4 4 4 5 50
DIVIDENDS 0 0 0 0 0 2,025 0 0 0 0 0 2,025 4,050
CHANGES IN WORKING
CAPITAL 126 126 126 126 126 126 126 126 126 126 126 126 1,516
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
130 130 130 130 130 2,155 130 130 130 130 130 2,156 5,616
ADDITIONS (REDUCTIONS)
- ---------------------
TO SHORT-TERM DEBT (338) (338) (338) (338) (338) 1,687 (338) (338) (338) (338) (338) 1,692 (0)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SHORT-TERM DEBT
END-OF-MONTH $4,662 $4,324 $3,986 $3,648 $3,310 $4,997 $4,659 $4,322 $3,984 $3,646 $3,308 $5,000 $5,000
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENT 3
PAGE 2 OF 2
YANKEE ATOMIC ELECTRIC COMPANY
ESTIMATED SOURCE AND APPLICATION OF FUNDS
1997
(000's)
<CAPTION>
12 MONTH
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHORT-TERM DEBT
BEGINNING-OF-MONTH $5,000 $4,666 $4,333 $3,999 $3,666 $3,332 $4,999 $4,665 $4,331 $3,998 $3,664 $3,331 $5,000
SOURCE OF FUNDS:
- ---------------
NET INCOME 83 83 83 83 83 83 83 83 83 83 83 83 1,000
AMORTIZATION OF
UNRECOVERED ASSETS 500 500 500 500 500 500 500 500 500 500 500 499 5,999
DEFERRED TAXES
(EXCL. DECOM.) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167) (167)(2,000)
OTHER (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (7)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
416 416 416 416 416 416 416 416 416 416 416 415 4,992
APPLICATION OF FUNDS:
- --------------------
ITC AMORTIZATION 4 4 4 4 4 4 4 4 4 4 4 5 50
DIVIDENDS 0 0 0 0 0 2,000 0 0 0 0 0 2,000 4,000
CHANGES IN WORKING
CAPITAL 79 79 79 79 79 79 79 79 79 79 79 79 942
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
83 83 83 83 83 2,083 83 83 83 83 83 2,084 4,992
ADDITIONS (REDUCTIONS)
- ---------------------
TO SHORT-TERM DEBT (334) (334) (334) (334) (334) 1,666 (334) (334) (334) (334) (333) 1,669 0
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SHORT-TERM DEBT
END-OF-MONTH $4,666 $4,333 $3,999 $3,666 $3,332 $4,999 $4,665 $4,331 $3,998 $3,664 $3,331 $5,000 $5,000
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND
RETAINED EARNINGS OF YANKEE ATOMIC ELECTRIC COMPANY AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 136,960
<OTHER-PROPERTY-AND-INVEST> 105,540,473
<TOTAL-CURRENT-ASSETS> 21,326,145
<TOTAL-DEFERERED-CHARGES> 278,069,303
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 405,072,881
<COMMON> 15,340,000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 9,278,497
<TOTAL-COMMON-STOCKHOLDERS-EQ> 24,618,497
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 5,500,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-CURRENT> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 374,954,384
<TOT-CAPITALIZATION-AND-LIAB> 405,072,881
<GROSS-OPERATING-REVENUE> 96,849,706
<INCOME-TAX-EXPENSE> 1,079,272
<OTHER-OPERATING-EXPENSES> 93,725,270
<TOTAL-OPERATING-EXPENSES> 94,804,542
<OPERATING-INCOME-LOSS> 2,045,164
<OTHER-INCOME-NET> (2,407,103)
<INCOME-BEFORE-INTEREST-EXPEN> (361,939)
<TOTAL-INTEREST-EXPENSE> 252,122
<NET-INCOME> (614,061)
0
<EARNINGS-AVAILABLE-FOR-COMM> (614,061)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 210,993
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> (4.00)
<EPS-DILUTED> (4.00)
