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File No. 70-9135
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
AMENDMENT NO. 2
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
(Name of Top Registered Holding Companies)
Thomas W. Bennet, Jr. Kirk L. Ramsauer
Vice President and Treasurer, General Counsel and Clerk of Yankee
580 Main Street 25 Research Drive
Bolton, Massachusetts 01740 Westborough, Massachusetts 01582
(Names and addresses of Agents for Service)
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Item 1 Borrowings from Bank(s): is amended by adding the
following to the end of that section:
New England Electric System (NEES) has represented to the
Company that neither NEES nor any subsidiary thereof has an
ownership interest in an exempt wholesale generator (EWG) or a
foreign utility company (FUCO) as defined in Sections 32 and 33
of the Act. Additionally, neither NEES nor any subsidiary
thereof is a party to, or has any rights under, a service, sales,
or construction agreement with an EWG or a FUCO. NEES has
represented that it will comply with the requirements of Rule 53
of the Act in connection with EWG and FUCO acquisitions and
financings. Furthermore, NEES represents to the Company that for
purposes of Rule 54, NEES satisfies the requirements of Rule
53(a) and (b) and therefore, Rule 53(c) is not applicable, as
most recently stated in File No. 70-9109.
Northeast Utilities (NU) has represented to the Company that
except in accordance with the Act, neither NU nor any subsidiary
thereof (a) has acquired an ownership interest in EWG or a FUCO
as defined in Sections 32 and 33 of the Act, or (b) now is or as
a consequence of the transactions proposed herein will become a
party to, or has or will as a consequence of the transactions
proposed herein have a right under, a service, sales, or
construction contract with an EWG or a FUCO. None of the
proceeds from the transactions proposed herein will be used by
the NU system companies to acquire any securities of, or any
interest in, an EWG or a FUCO. Furthermore, NU has represented
to the Company that it is in compliance with Rule 53 (a), (b),
and (c), as most recently stated and demonstrated in File No. 70-
9151.
Item 6 (a) is amended by providing the following exhibit
attached hereto:
F Opinion of Counsel
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SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 2 to Form U-1 (Commission's File No. 70-9135) 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 General Counsel
Date: December 18, 1997
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EXHIBIT INDEX
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Exhibit Description Page
- ------- ----------- ----
F Opinion of Counsel Filed herewith
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Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
====================================================
December 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Yankee Atomic Electric Company
File No. 70-9135
Dear Commissioners:
Yankee Atomic Electric Company (the Company) has filed an
Application/Declaration on Form U-1 dated October 29, 1997, with your
Commission. The Company seeks authority to make short-term borrowings from
banks from time to time, through December 31, 2002, up to a maximum aggregate
amount of $10,000,000 outstanding at any one time. The proceeds of the
borrowings will be used to meet the Company's working capital needs.
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 limits authorized by the board of
directors of the Company.
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:
(a) All state laws applicable to the proposed transaction will have
been complied with;
(b) The Company is validly organized and duly existing;
(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 transaction.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
General Counsel
