File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
DECLARATION WITH RESPECT TO SPECIAL MEETING OF
HOLDERS OF PREFERRED STOCK AND SOLICITATION OF PROXIES
IN CONNECTION THEREWITH
under
The Public Holding Company Act of 1935
Blackstone Valley Electric Company
Washington Highway, P.O. Box 1111
Lincoln, Rhode Island 02865
(Name of company filing this statement
and address of principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company parent of declarant)
Clifford J. Hebert, Jr., Treasurer
Eastern Utilities Associates
P.O. Box 2333
Boston, Massachusetts 02107
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Arthur I. Anderson, Esq.
McDermott, Will & Emery
75 State Street
Boston, Massachusetts 02109
I. DESCRIPTION OF PROPOSED TRANSACTIONS
Blackstone Valley Electric Company (BVEC), an electric
utility subsidiary of Eastern Utilities Associates (EUA), a
registered holding company, hereby submits to the Commission a
declaration pursuant to the Public Utility Holding Company Act of
1935 (the Act) with respect to holding a special meeting of the
holders of its preferred stock to permit such shareholders to
consider and act upon a proposal to extend, for an additional
five year period, the authorization adopted on September 27, 1990
by the holders of BVEC preferred stock permitting BVEC to issue
or assume unsecured indebtedness having maturities of less than
ten years in excess of the 10% limitation thereon contained in a
vote of BVEC stockholders taken at an adjourned meeting of
stockholders held November 19, 1956 (the "Preferred Stock Provi-
sions"); and the solicitation of proxies from the holders of BVEC
preferred stock in connection therewith.
The provisions relating to the issuance and the terms,
limitations and relative rights and preferences of the preferred
stock of BVEC are set out in the Preferred Stock Provisions,
which are made a part of this application as Exhibit A.
The terms of the preferred stock of BVEC provide that,
except with the consent of a majority of the preferred stock then
outstanding, the amount of unsecured indebtedness of the company
having maturities of less than ten years which the company may
issue or assume shall not exceed 10% of the sum of the principal
amount of all bonds and other securities representing secured
indebtedness and the capital (including premiums on capital
stock) and surplus of the company, and that the amount of all
unsecured indebtedness of the company issued or assumed shall not
exceed 20% of such sum.
At a special meeting of the holders of BVEC preferred stock
held on October 8, 1985, it was voted to authorize BVEC, for a
five year period ending October 1, 1990, to issue or assume
unsecured indebtedness having maturities of less than ten years
in excess of the 10% limitation. BVEC's declaration with respect
to this action was made effective by the Commission's order dated
October 1, 1985 (Release No. 35-23847, File No. 70-7154).
Subsequently, at a special meeting of the holders of BVEC pre-
ferred stock held on September 27, 1990, it was voted to extend
such authorization for an additional five-year period ending
October 1, 1995. BVEC's declaration with respect to this subse-
quent action was made effective by the Commission's order dated
September 27, 1990 (Release No. 35-25160, File No. 70-7768).
BVEC expects that it may be necessary to issue or assume
unsecured indebtedness having maturities of less than ten years
in excess of the 10% limitation at various times during an
additional five year period subject to requisite approval of the
holders of its preferred stock and to the orders of the
Commission. The reasons for proposing these authorizations are
set forth in detail under the discussion of the Proposal to
Extend Authorization for Increased Amount of Unsecured Debt in
the Proxy Statement of BVEC (Exhibit G.1).
BVEC proposes and hereby requests authorization to submit
the proposal to extend the authorization permitting the issuance
or assumption by BVEC of unsecured indebtedness having maturities
of less than ten years in excess of the 10% limitation to the
holders of its preferred stock for approval at the aforementioned
special meeting to be held on July 6, 1995. In connection
therewith, BVEC proposes and hereby requests authorization to
solicit proxies from the holders of its preferred stock through
the use of the solicitation materials filed herewith as Exhibits
G.1 and G.2. Solicitations will be made by mail and by officers
or regular employees of BVEC or its affiliates. BVEC requests
that such authorization be granted at the time notice of the
transaction proposed herein is issued.
Under the applicable provisions of the Preferred Stock
Provisions, adoption of the proposal with respect to the
unsecured debt limitation requires the affirmative vote of the
holders of a majority of the total number of outstanding shares
of BVEC's preferred stock (which consists of two series, namely,
its 4.25% Series and its 5.60% Series, both having a par value of
$100 per share) voting as a single class.
No associate company or affiliate of BVEC or any affiliate
of any such associate company has any material interest, directly
or indirectly, in the proposed transactions.
II. FEES, COMMISSIONS AND EXPENSES
A statement of BVEC's estimated fees, commissions and
expenses, paid or incurred, or to be paid or incurred, directly
or indirectly, in connection with the proposed transactions will
be supplied by amendment.
None of such fees, commissions or expenses are to be paid to
any associate company or affiliate of the companies, or any
affiliate of any such associate company, except for services to
be performed, at cost, by EUA Service Corporation.
III. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7, and 12(e) and Rules 62 and 65 of the Act
are applicable to the proposed adoption of the proposals.
IV. REGULATORY APPROVAL
No consent or approval of any state commission or any
federal commission (other than the Securities and Exchange
Commission) is required for the transactions proposed herein,
other than such approvals, if any, as may be required under state
blue sky laws in connection with the proxy solicitation.
V. PROCEDURE
The Commission is requested to issue an order permitting the
declaration to become effective on or before June 1, 1995 with
respect to the solicitation of proxies from the holders of BVEC's
outstanding preferred stock. The Commission is requested to
issue its further order permitting the declaration to become
effective as to the proposal on or before July 1, 1995.
BVEC hereby waives a recommended decision by a hearing
officer or other responsible officer of the Commission and
consents that the Division of Investment Management, Office of
Public Utility Regulation, may assist in the preparation of the
Commission's decision and/or orders and hereby requests that the
Commission's orders become effective forthwith upon issuance.
VI. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits.
(*) Denotes filed herewith.
A. Preferred Stock Provisions of BVEC. (Exhibit A to the
Company's Declaration/Application on Form U-1, File No. 70-
7154).
B. None.
C. None.
D. None.
E. Not applicable.
F. Opinion of Counsel (to be supplied by amendment).
G-1. Notice and Proxy Statement to be furnished by BVEC to
holders of its Preferred Stock with respect to solicitation
of proxies.*
G-2. Form of Proxy to be signed by holders of Preferred Stock.*
H. Proposed Form of Notice.*
(b) Financial Statements.
Financial Statements of BVEC are being omitted since they
are not considered necessary to the proper disposition of the
transactions contemplated herein. Certain financial statements
of BVEC for the years 1993 and 1994 are included in BVEC's Form
10-K for the year ended December 31, 1994 on file with the
Commission (File No. 0-2602) and unaudited financial statements
for the quarter ended March 30, 1995 will be included in BVEC's
proxy statement to be furnished to its Preferred Shareholders.
VII. INFORMATION AS TO ENVIRONMENTAL EFFECTS
The transactions described in Item 1 do not involve major federal
action significantly affecting the quality of the human
environment. No federal agency has proposed or is proposing an
environmental impact statement with respect to the proposed
transaction.
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.
BLACKSTONE VALLEY ELECTRIC COMPANY
Dated: May 10, 1995 By /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
BLACKSTONE VALLEY ELECTRIC COMPANY
NOTICE OF SPECIAL MEETING
OF PREFERRED STOCKHOLDERS
to be held July 6, 1995
June 6, 1995
To: Holders of Preferred Stock of Blackstone Valley Electric Company
Notice is hereby given that a Special Meeting of the holders of
Preferred Stock of Blackstone Valley Electric Company, a Rhode Island
corporation, (the "Company") will be held at the office of Eastern
Utilities Associates, One Liberty Square, Boston, Massachusetts on
July 6, 1995 at 10:00 o'clock in the forenoon, for the following
purposes:
1. To consider and act upon a proposal to extend, for an
additional five year period, the Company's authorization to issue or
assume unsecured notes, debentures, or other securities representing
unsecured indebtedness in excess of the amount permitted by one of the
limitations on such issuance or assumption, as more fully described in
the accompanying Proxy Statement.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only Preferred Stockholders of record on the transfer books
of the Company at the close of business June 1, 1995 will be
entitled to vote at the meeting of which notice is hereby given and at
any and all adjournments thereof.
Please mark, sign, date and return the enclosed proxy card
promptly using the enclosed envelope.
By order of the Board of Directors
Clifford J. Hebert, Jr., Secretary
BLACKSTONE VALLEY ELECTRIC COMPANY
PROXY STATEMENT
SPECIAL MEETING OF THE PREFERRED STOCKHOLDERS
JULY 6, 1995
June 6, 1995
The accompanying proxy is solicited on behalf of the Board of
Directors of Blackstone Valley Electric Company (the "Company") for use
at the Special Meeting of Preferred Stockholders to be held at the
office of Eastern Utilities Associates, One Liberty Square, Boston,
Massachusetts on July 6, 1995 for the purposes set forth in the
foregoing Notice of Special Meeting and at any and all adjournments
thereof.
The person giving such a proxy may revoke it, at any time before
it is voted, by a later dated proxy delivered pursuant to this
solicitation, by other written revocation received by the Secretary or
by oral revocation in person at the meeting.
There are outstanding 35,000 shares of 4.25% Preferred Stock and
25,000 shares of 5.60% Preferred Stock, the holders of which are
entitled, for each share held of record at the close of business on
June 1, 1995, to one vote per share in person or by proxy, on all
matters acted on at the meeting.
Eastern Utilities Associates, Boston, Massachusetts owns 184,062
shares of the Common Stock of the Company, which are all of the
outstanding shares of said class.
PROPOSAL TO EXTEND AUTHORIZATION FOR INCREASED AMOUNT
OF UNSECURED DEBT
The terms of the Preferred Stock as set forth in certain votes
adopted in 1956 by the Company's stockholders provide that, except with
the consent of the holders of a majority of the total number of shares
of Preferred Stock then outstanding, voting as one class, the Company
shall not, with certain exceptions, issue or assume any unsecured
notes, debentures, or other securities representing unsecured
indebtedness, if immediately after such issue or assumption
(1) the total principal amount of all unsecured notes, debentures
or other securities representing unsecured indebtedness
issued or assumed by the Company and then outstanding would
exceed 20% of the aggregate of (x) the total principal amount
of all bonds or other securities representing secured
indebtedness issued or assumed by the Company, and then to be
outstanding and (y) the capital (including premiums on
capital stock) and surplus of the Company as then stated on
the books of account of the Company, or
(2) the total outstanding principal amount of all unsecured
indebtedness issued or assumed by the Company of maturities
of less than 10 years would exceed 10% of such aggregate.
At a special meeting of the holders of the Preferred Stock held on
September 27, 1990, it was voted to authorize the Company for a five
year period ending October 1, 1995 to issue or assume unsecured
indebtedness in excess of said 10% limitation.
It is proposed that holders of Preferred Stock vote to extend the
authorization permitting the issue or assumption by the Company of
unsecured indebtedness of maturities of less than 10 years in excess of
said 10% limitation provided: (1) such indebtedness shall be issued or
assumed within five years from October 1, 1995 and (2) the 20%
limitation on all unsecured indebtedness of the Company shall remain in
effect.
Based on the capitalization of the Company as of March 31, 1995,
the 10% unsecured borrowing limitation was approximately $8,100,000 and
the 20% limitation was approximately $16,200,000. At that date the
Company had $650,000 of unsecured debt outstanding.
REASONS FOR THE PROPOSAL
The Company's cash requirements for the period 1995-1999 are
currently estimated at approximately $41,000,000, including $25,000,000
for its ongoing construction program and $7,500,000 for the cash
sinking fund on its first mortgage bonds. The Company expects to
provide approximately seventy-eight percent of these cash requirements
from internal sources. The remaining cash requirements will be
provided on an interim basis through short-term borrowings which will
be ultimately funded with appropriate long-term financings.
The principal impact of the 10% limitation on the Company's
financing program is its effect on the size and timing of future
long-term financings. Under the requirements as stated in the
Preferred Stock provisions, the Company will normally be forced to sell
permanent securities to refund its short-term borrowing each time that
the amount of these borrowings approaches the 10% limitation (currently
$8,100,000). Frequent financings of relatively small amounts will also
prove to be expensive to the Company because certain costs such as
legal, accounting and printing are generally the same for small or
large issues. In addition, since there is less market acceptance of
smaller issues, their interest or dividend rates may have to be
increased in order to attract investors. Thus, continued observance of
the 10% limitation could well result in additional costs to the Company
and its shareholders.
Adoption of the foregoing proposal will permit greater flexibility
in the timing of long-term financings to take advantage of favorable
market conditions. The longer interval which will be permitted between
senior financings with the 20% limitation may also be important in
permitting the Company to meet coverage requirements on future
long-term financings.
VOTING REQUIREMENTS
Under the terms of the Preferred Stock referred to above, adoption
of the foregoing proposal requires the affirmative vote of a majority
of the total number of outstanding shares of Preferred Stock voting as
one class. No Director or Common Stockholder action is required with
respect to the proposal. Abstentions have the effect of a vote against
the proposal. A signed proxy that does not indicate a vote will be
voted in favor of the proposal.
The proposal cannot be implemented without the approval of the
Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935. The Company has filed a declaration with said
Commission requesting approval.
FINANCIAL INFORMATION
Attached hereto as Exhibit A is the financial information
contained in the Company's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1995, as filed with the Securities and Exchange
Commission. Copies of the Company's Annual Report to the Securities
and Exchange Commission on Form 10-K for the fiscal year ended December
31, 1994, including the financial statements and schedules thereto, may
be obtained by calling Area Code (617) 357-9590 or by written request
directed to Clifford J. Hebert, Jr., Treasurer, Eastern Utilities
Associates, P.O. Box 2333, Boston, MA 02107.
OTHER MATTERS
Management does not intend to bring before the meeting any matters
other than those specified and has no knowledge of any other matters
which may be brought up by other persons.
However, if any other matters not now known properly come before
the meeting or any adjournment thereof, the persons named in the
enclosed form of proxy, including any substitutes, are expected to vote
said proxy in accordance with their judgment on such matters.
EXPENSES
The expenses in connection with the solicitation of the enclosed
form of proxy will be borne by the Company. In order to obtain the
requisite vote at the meeting, it may be necessary for employees of the
Company or its parent or affiliates to solicit proxies by telephone,
telegraph or personal interview. The Company does not expect to pay
any compensation for the solicitation of proxies, but will pay broker
and other persons holding shares in their names or in the names of
nominees their expenses, nominal in amount, for sending proxy material
to principals and obtaining their proxies.
BLACKSTONE VALLEY ELECTRIC COMPANY
Proxy Solicited on Behalf of the Board of Directors of the Company for
Special Meeting of Preferred Stockholders
P
R The undersigned appoints Donald G. Pardus, John R. Stevens
O and Clifford J. Hebert, Jr. and each of them, attorneys, with
X power of substitution in each, to vote and act on behalf of the
Y undersigned at the special meeting of the holders of Preferred
Stock of Blackstone Valley Electric Company at the office of
Eastern Utilities Associates, One Liberty Square, Boston,
Massachusetts on July 6, 1995 at 10 o'clock in the forenoon and at
all adjournments thereof, according to the number of shares of
Preferred Stock which the undersigned is entitled to vote, (1) as
directed on the reverse on the proposal set forth in the notice of
said meeting and accompanying proxy statement and (2) in their
discretion upon such other matters as may properly come before the
meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder(s). If no direction is
made, this proxy will be voted "FOR" the proposal.
___________
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
(X) Please mark votes as in this example.
The Board of Directors recommends a vote "FOR" the proposal.
1. Proposal to extend for a five year FOR AGAINST ABSTAIN
period the authorization for an
increased amount of unsecured ( ) ( ) ( )
indebtedness.
MARK HERE FOR
ADDRESS CHANGE AND ( )
NOTE AT LEFT
Executors, administrators, trustees etc., should give full titles as
such. If the signer is a corporation, please sign full corporation
name by duly authorized officer.
Signature ____________________________________ Date__________________
Signature ____________________________________ Date__________________
EXHIBIT H
PROPOSED FORM OF NOTICE
SECURITIES AND EXCHANGE COMMISSION
Release No. ( ; )
Blackstone Valley Electric Company Notice of Proposal to Increase
Unsecured Indebtedness Limitation of Preferred Stock; Order
Authorizing Solicitation of Proxies.
May ______, 1995
Blackstone Valley Electric Company ("BVEC"), Washington
Highway, P.O. Box 1111, Lincoln, Rhode Island 02865, a wholly
owned subsidiary of Eastern Utilities Associates, a registered
holding company, has filed a declaration with the Commission
subject to Sections 6(a), 7, and 12(e) of the Public Utility
Holding Company Act of 1935 ("Act") and Rules 62 and 65
thereunder.
The terms of the preferred stock of BVEC provide that,
except with the consent of a majority of the preferred stock then
outstanding, the amount of unsecured indebtedness of the company
having maturities of less than ten years which the company may
issue or assume shall not exceed 10% of the sum of the principal
amount of all bonds and other securities representing secured
indebtedness and the capital and surplus of the company. The
amount of all unsecured indebtedness of the company issued or
assumed shall not exceed 20% of such sum.
At a special meeting of the holders of BVEC preferred stock
held on October 8, 1985, BVEC was authorized, for a five year
period ending October 1, 1990, to issue or assume unsecured
indebtedness, having maturities of less than ten years, in excess
of the 10% limitation. Subsequently, at a special meeting of the
holders of BVEC preferred stock held on September 27, 1990, it
was voted to extend such authorization for an additional five
year period ending October 1, 1995.
BVEC proposes to extend for an additional five year period
the authorization adopted on September 27, 1990 by the preferred
stockholders. In connection therewith, BVEC proposes to solicit
proxies from its preferred stockholders.
Under applicable provisions of the Preferred Stock
Provisions, adoption of the proposal with respect to the
unsecured debt limitation requires the affirmative vote of a
majority of the total number of outstanding shares of BVEC's
preferred stock (which consists of two series par value of $100
per share) voting as a single class.
The declaration and any amendments thereto is available for
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by [ ], 1995,
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the declarant at the address
specified above. Proof of service (by affidavit or, in case of
an attorney at law, by certificate) should be filed with the
request. Any request for a hearing shall identify specifically
the issues of fact or law that are disputed. A person who so
requests will be notified of nay hearing, if ordered, and will
receive a copy of any notice or order issued in this matter.
After said date, the declaration, as filed or as it may be
amended, may be permitted to become effective.
It appearing that the declaration, as amended, regarding the
proposed solicitation of proxies should be permitted to become
effective forthwith pursuant to Rule 62:
IT IS ORDERED, pursuant to Rule 62, that the declaration
regarding the proposed solicitation of proxies be, and it hereby
is, permitted to become effective forthwith, subject to the terms
and conditions prescribed in Rule 24 under the Act.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
