File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
DECLARATION WITH RESPECT TO ISSUE AND SALE OF
NOTES TO BANKS
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(the "Act")
EASTERN EDISON COMPANY EUA SERVICE CORPORATION
110 MULBERRY STREET P.O. BOX 2333
BROCKTON, MA 02403 BOSTON, MA 02107
BLACKSTONE VALLEY ELECTRIC COMPANY MONTAUP ELECTRIC COMPANY
WASHINGTON HIGHWAY, P.O. BOX 1111 P.O. BOX 2333
LINCOLN, RI 02865 BOSTON, MA 02107
NEWPORT ELECTRIC CORPORATION EUA OCEAN STATE CORPORATION
12 TURNER ROAD, P.O. 4128 P.O. BOX 2333
MIDDLETOWN, RI 02840 BOSTON, MA 02107
(Names of companies filing this statement
and addresses of principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. BOX 2333, BOSTON, MASS. 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, MA 02109
I
DESCRIPTION OF PROPOSED TRANSACTIONS
1. By an order dated December 21, 1993, Holding Company
Act Release No. 35-25956 (File No. 70-8287) (the "December 1993
Order"), Eastern Edison Company ("Eastern"), Montaup Electric
Company ("Montaup"), Blackstone Valley Electric Company
("Blackstone"), EUA Service Corporation ("Service"), Newport
Electric Corporation ("Newport") and EUA Ocean State Corporation
("Ocean State"), all subsidiaries of Eastern Utilities Associates
("EUA"), a registered holding company, were authorized, subject
to various terms and agreements, to issue and sell short-term
notes to banks ("Notes"), from time to time during the period
from January 1, 1994 to December 31, 1995, in aggregate amounts
outstanding at any one time not to exceed $35 million for
Eastern, $20 million for Montaup, $8 million for Blackstone, $7
million for Service, $6 million for Newport and $5 million for
Ocean State. The Commission reserved jurisdiction over the issue
and sale of Notes in the additional amounts of $15 million for
Eastern, $5 million for Montaup, $7 million for Blackstone, $3
million for Service and $4 million for Newport. Notes issued
under such authorization were renewable from time to time prior
to December 31, 1995, provided no such Notes matured after
September 30, 1996.
2. Eastern, Montaup, Blackstone, Service, Newport and
Ocean State each propose and hereby request authorization to
borrow funds through the period ending December 31, 1997 through
the issuance and sale of short-term notes to banks in aggregate
amounts outstanding at any one time not to exceed $20 million in
the case of Eastern, $20 million in the case of Montaup, $15
million in the case of Blackstone, $5 million in the case of
Service, $12 million in the case of Newport and $5 million in the
case of Ocean State. The Notes will be issued to banks and
renewed from time to time as funds are required prior to December
31, 1997, provided no such notes will mature after September 30,
1998.
3. As of June 30, 1995 the amounts of short-term bank
loans outstanding, the amounts anticipated to be outstanding as
of December 31, 1995 and the pro forma aggregate amount of such
short-term borrowings anticipated to be outstanding at any one
time at or prior to December 31, 1995 are as follows:
Aggregate Amount
Outstanding at
Outstanding Anticipated any one time
at 06/30/95 at 12/31/95 12/31/95-12/31/97
Eastern $0 $3,050,000 $9,950,000
Montaup 6,087,000 0 9,850,000
Blackstone 0 4,550,000 7,550,000
Newport 0 4,850,000 6,300,000
Service 0 0 2,550,000
Ocean State 0 0 2,200,000
4. Notes will be issued to banks pursuant to informal
credit line arrangements which provide for borrowings at a
floating prime rate or at available fixed money market rates.
Notes will mature in not more than one year from the date of
issuance. Notes bearing interest at the floating prime rate will
be subject to prepayment at any time without premium. Notes
bearing interest at available money market rates, which in all
cases will be less than the prime rate at time of issuance, will
not be prepayable.
5. Credit lines with banks are subject in some cases to
commitment fees. The list of existing bank credit lines,
applicable commitment fees and effective cost of borrowings are
set forth in Exhibit G hereto. The existing bank credit lines
expire at June 30, 1996 and their continued availability is
subject to continuing review by the banks involved. Bank credit
lines and arrangements may be increased or decreased or changed
and additional lines may be obtained from other banks not shown
on the exhibit.
6. The existing credit line arrangements provide for
borrowing at the prime rate or money market rates together with a
commitment fee equal to 3/16 of 1% multiplied by the line of
credit. Any such commitment fee will be allocated among the six
applicants and other EUA system companies who have access to
system lines of credit pursuant to applicable regulatory
authority, in proportion to their respective borrowing
authorizations.
7. The funds to be borrowed by Eastern, Montaup,
Blackstone, Newport, Service and Ocean State from the issuance of
the Notes will be applied, together with other funds available to
these companies, to: (1) renew outstanding notes payable to
banks, as they become due; (2) finance their respective 1996 and
1997 cash construction expenditures; (3) provide funds to meet
certain sinking fund, and retirements or redemptions of
outstanding securities; (4) provide funds to meet working capital
requirements; and, (5) for other corporate purposes.
8. The Notes issued to banks will be repaid by any
combination or by all of the following methods respective to each
company: (1) the issuance of new notes; (2) the internal
generation of funds; and (3) the issuance and sale of long-term
debt and equity securities.
9. The applicants do not now, and will not in the future,
own or operate or be an equity participant in any exempt
wholesale generator or foreign utility company, as such terms are
defined in the Energy Policy Act of 1992, and do not now, and
will not in the future, receive any benefits or incur any
obligations under any service, sales of construction contracts
with an exempt wholesale generator or foreign utility company as
a result of the proposed transactions. None of the proceeds from
the issuance and sale of the Notes proposed herein will be used
by the applicants for the acquisition of an interest in an exempt
wholesale generator or foreign utility company.
II
FEES COMMISSIONS AND EXPENSES
1. The estimated fees, commissions and expenses to be paid
or incurred directly or indirectly in connection with the
transactions proposed hereunder will be filed be amendment.
III
APPLICABLE STATUTORY PROVISIONS
1. Issuance and sale of notes by Eastern, Montaup,
Newport, Blackstone, Ocean State and Service. Sections 6(a)(1)
and 7.
2. Payment or prepayment of note indebtedness, sinking
fund obligations from proceeds of proposed borrowings. Section
12(c); exempt under Rule 42.
IV
REGULATORY APPROVAL
No other state Commission, and no Federal Commission, other
than the Securities and Exchange Commission, has jurisdiction
over the proposed transactions.
V
PROCEDURE
It is anticipated that the first of the borrowings under
this Declaration will be made on January 1, 1996. Accordingly,
request hereby is made that the Commission enter an Order in
connection with the borrowings proposed herein not later than
December 1, 1995 with respect to Eastern Edison, Montaup,
Blackstone, Newport, Service and Ocean State. It is not
considered necessary that there be a recommended decision by a
hearing officer or by any other responsible officer of the
Commission. The Division of Corporate Regulation may assist in
the preparation of the Commission's decision, and it is believed
that the 30-day waiting period would be inappropriate.
VI
EXHIBITS AND FINANCIAL STATEMENTS
a. Exhibits (** indicates filed herewith):
Exhibit A-1** Form of Eastern Edison Company Bank Note*
Exhibit A-2** Form of Montaup Electric Company Bank Note*
Exhibit A-3** Form of Blackstone Valley Electric Company
Bank Note*
Exhibit A-4** Form of EUA Service Corporation Bank Note*
Exhibit A-5** Form of Newport Electric Corporation Bank
Note*
Exhibit A-6** Form of EUA Ocean State Corporation Bank Note*
Exhibit F Opinion of counsel (To be filed by Amendment)
Exhibit G** EUA System Lines of Credit
Exhibit H** Proposed Text Form of Notice
* Forms of Bank Notes will vary to accord with the practices
of the various banks.
b. Financial Statements (** indicates filed herewith):
(*Confidential Treatment will be Requested pursuant to
Rule 104(b) promulgated under The Act)
Financial Statement No. 1.1 Eastern Edison Company
Cash Flow-Month by Month for the Years 1996-1997*
Financial Statement No. 1.2 Eastern Edison Company
(Consolidated) Capitalization at June 30, 1995.**
Financial Statement No. 2.1 Montaup Electric Company
Cash Flow-Month by Month for Years 1996-1997*
Financial Statement No. 2.2 Montaup Electric Company
Capitalization at June 30, 1995.**
Financial Statement No. 3.1 Blackstone Valley Electric
Company Cash Flow - Month by Month for Years 1996-1997*
Financial Statement No. 3.2 Blackstone Valley Electric
Company - Capitalization at June 30, 1995.**
Financial Statement No. 4.1 EUA Service Corporation
Cash Flow - Month by Month for Years 1996-1997*
Financial Statement No. 4.2 EUA Service Corporation -
Capitalization at June 30, 1995.**
Financial Statement No. 5.1 Newport Electric
Corporation Cash Flow - Month by Month for Years
1996-1997*
Financial Statement No. 5.2 Newport Electric
Corporation - Capitalization at June 30, 1995.**
Financial Statement No. 6.1 EUA Ocean State Corporation
Cash Flow - Month by Month for Years 1996-1997*
Financial Statement No. 6.2 EUA Ocean State Corporation
- Capitalization at June 30,1995.**
VII
INFORMATION AS TO ENVIRONMENTAL EFFECT
The transactions described in Item I do not involve major
federal action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on behalf of each of them by the
undersigned thereunto duly authorized.
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
NEWPORT ELECTRIC CORPORATION
EUA SERVICE CORPORATION
EUA OCEAN STATE CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Their Treasurer
Dated: October 6, 1995
Exhibit A-1
Eastern Edison Company
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to __________________ (the "Bank"), or order,
the principal sum of _______________ or, if less, the aggregate
outstanding principal amount of all loans evidenced by this Note
made by the bank to the undersigned as shown in the schedule
attached hereto (the "Note Schedule"), together with interest at
the rate or rates set forth in the Note Schedule. The principal
amount of each loan shall be payable on demand or on the maturity
date of such loan as indicated in the Note Schedule, and in any
event, the aggregate outstanding principal amount of all loans
hereunder shall be due and payable on _______________. Accrued
interest on each prime rate loan shall be payable quarterly in
arrears on the last business day of each calendar quarter and at
maturity. Interest on the principal amount of each money market
loan as shown on the Note Schedule shall be payable on the same
day as the principal amount of each is due at the rate set forth
on the same line of the Note Schedule as such principal amount.
Interest will be computed on a 365-day basis for prime rate loans
and 60-day for money market loans, and paid for the actual number
of days lapsed. All payments shall be made in lawful currency of
the United States of America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted.
In the event that any payment of principal or interest is
not made when due, the unpaid balance of principal plus accrued
interest may, at the option of the Bank, be declared immediately
due and payable. Overdue payments of principal (whether at
stated maturity, by acceleration or otherwise), and, to the
extend permitted by law, overdue interest, shall bear interest,
payable on demand and compounded monthly, at a rate per annum
equal to ___________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: Eastern Edison Company
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF EASTERN EDISON COMPANY
___________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
Exhibit A-2
Montaup Electric Company
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to ____________________ (the "Bank"), or
order, the principal sum of _________________ or, if less, the
aggregate outstanding principal amount of all loans evidenced by
this Note made by the bank to the undersigned as shown in the
schedule attached hereto (the "Note Schedule"), together with
interest at the rate or rates set forth in the Note Schedule.
The principal amount of each loan shall be payable on demand or
on the maturity date of such loan as indicated in the Note
Schedule, and in any event, the aggregate outstanding principal
amount of all loans hereunder shall be due and payable on
_____________.
Accrued interest on each prime rate loan shall be payable
quarterly in arrears on the last business day of each calendar
quarter and at maturity. Interest on the principal amount of
each money market loan as shown on the Note Schedule shall be
payable on the same day as the principal amount of each is due at
the rate set forth on the same line of the Note Schedule as such
principal amount. Interest will be computed on a 365-day basis
for prime rate loans and 60-day for money market loans, and paid
for the actual number of days lapsed. All payments shall be made
in lawful currency of the United States of America in immediately
available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to ___________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: Montaup Electric Company
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF MONTAUP ELECTRIC COMPANY
_____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
Exhibit A-3
Blackstone Valley Electric Company
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to ________________ (the "Bank"), or order,
the principal sum of ___________ or, if less, the aggregate
outstanding principal amount of all loans evidenced by this Note
made by the bank to the undersigned as shown in the schedule
attached hereto (the "Note Schedule"), together with interest at
the rate or rates set forth in the Note Schedule. The principal
amount of each loan shall be payable on demand or on the maturity
date of such loan as indicated in the Note Schedule, and in any
event, the aggregate outstanding principal amount of all loans
hereunder shall be due and payable on ________________. Accrued
interest on each prime rate loan shall be payable quarterly in
arrears on the last business day of each calendar quarter and at
maturity. Interest on the principal amount of each money market
loan as shown on the Note Schedule shall be payable on the same
day as the principal amount of each is due at the rate set forth
on the same line of the Note Schedule as such principal amount.
Interest will be computed on a 365-day basis for prime rate loans
and 60-day for money market loans, and paid for the actual number
of days lapsed. All payments shall be made in lawful currency of
the United States of America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to ___________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: Blackstone Valley Electric Company
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF BLACKSTONE VALLEY ELECTRIC COMPANY
_____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
Exhibit A-4
EUA Service Corporation
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to ____________________ (the "Bank"), or
order, the principal sum of ___________________ or, if less, the
aggregate outstanding principal amount of all loans evidenced by
this Note made by the bank to the undersigned as shown in the
schedule attached hereto (the "Note Schedule"), together with
interest at the rate or rates set forth in the Note Schedule.
The principal amount of each loan shall be payable on demand or
on the maturity date of such loan as indicated in the Note
Schedule, and in any event, the aggregate outstanding principal
amount of all loans hereunder shall be due and payable on
_____________. Accrued interest on each prime rate loan shall be
payable quarterly in arrears on the last business day of each
calendar quarter and at maturity. Interest on the principal
amount of each money market loan as shown on the Note Schedule
shall be payable on the same day as the principal amount of each
is due at the rate set forth on the same line of the Note
Schedule as such principal amount. Interest will be computed on
a 365-day basis for prime rate loans and 60-day for money market
loans, and paid for the actual number of days lapsed. All
payments shall be made in lawful currency of the United States of
America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to ____________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: EUA Service Corporation
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF EUA SERVICE CORPORATION
_____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
Exhibit A-5
Newport Electric Corporation
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to _____________________ (the "Bank"), or
order, the principal sum of _______________ or, if less, the
aggregate outstanding principal amount of all loans evidenced by
this Note made by the bank to the undersigned as shown in the
schedule attached hereto (the "Note Schedule"), together with
interest at the rate or rates set forth in the Note Schedule.
The principal amount of each loan shall be payable on demand or
on the maturity date of such loan as indicated in the Note
Schedule, and in any event, the aggregate outstanding principal
amount of all loans hereunder shall be due and payable on
________________. Accrued interest on each prime rate loan shall
be payable quarterly in arrears on the last business day of each
calendar quarter and at maturity. Interest on the principal
amount of each money market loan as shown on the Note Schedule
shall be payable on the same day as the principal amount of each
is due at the rate set forth on the same line of the Note
Schedule as such principal amount. Interest will be computed on
a 365-day basis for prime rate loans and 60-day for money market
loans, and paid for the actual number of days lapsed. All
payments shall be made in lawful currency of the United States of
America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to _______________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: Newport Electric Corporation
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF NEWPORT ELECTRIC CORPORATION
_____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
Exhibit A-6
EUA Ocean State Corporation
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to ___________________ (the "Bank"), or
order, the principal sum of __________________ or, if less, the
aggregate outstanding principal amount of all loans evidenced by
this Note made by the bank to the undersigned as shown in the
schedule attached hereto (the "Note Schedule"), together with
interest at the rate or rates set forth in the Note Schedule.
The principal amount of each loan shall be payable on demand or
on the maturity date of such loan as indicated in the Note
Schedule, and in any event, the aggregate outstanding principal
amount of all loans hereunder shall be due and payable on
_______________. Accrued interest on each prime rate loan shall
be payable quarterly in arrears on the last business day of each
calendar quarter and at maturity. Interest on the principal
amount of each money market loan as shown on the Note Schedule
shall be payable on the same day as the principal amount of each
is due at the rate set forth on the same line of the Note
Schedule as such principal amount. Interest will be computed on
a 365-day basis for prime rate loans and 60-day for money market
loans, and paid for the actual number of days lapsed. All
payments shall be made in lawful currency of the United States of
America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to ______________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: EUA Ocean State Corporation
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF EUA OCEAN STATE CORPORATION
____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
EUA SYSTEM Exhibit G
CREDIT LINES
EFFECTIVE
TOTAL EXPIRATION BORROWING
BANKS * CREDIT LINE ARRANGEMENTS DATE COST **
BANK OF NEW YORK $40,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
CITIBANK, N.A. $15,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
STATE STREET BANK $15,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
BANK OF BOSTON $10,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
$10,000,000 FEE - NONE 06-30-96 8.7500%
SHAWMUT, N.A. $20,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
$10,000,000 FEE - NONE 06-30-96 8.7500%
SANWA $10,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
BAYBANK $10,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
CREDIT LYONNAIS $10,000,000 FEE - 3/16% x LINE 06-30-96 8.9375%
$150,000,000
(*) THE CREDIT LINES, BORROWINGS AND ARRANGEMENTS FOR ANY BANK LISTED ABOVE,
AND IN THE AGGREGATE, MAY INCREASE, DECREASE OR CHANGE.
THE AVAILABILIITY OF CERTAIN LINES ARE CURRENTLY BEING REVIEWED AND
ADDITIONAL BANKS MAY BE ADDED TO THE ABOVE LIST.
(**) ASSUMES BORROWING AND PRIME RATE OF 8.75%.
AS OF 10/05/95
Exhibit H
Proposed Form of Notice
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. / ____________ XX, 19--
____________________________________
In the Matter of :
:
EASTERN EDISON COMPANY :
110 Mulberry Street :
Brockton, Massachusetts 02403 :
:
BLACKSTONE VALLEY ELECTRIC COMPANY :
Washington Highway, P.O. Box 1111 :
Lincoln, Rhode Island 02865 :
:
NEWPORT ELECTRIC CORPORATION :
12 Turner Road, P.O. 4128 :
Middletown, Rhode Island 02840 :
:
MONTAUP ELECTRIC COMPANY :
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
EUA SERVICE CORPORATION :
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
EUA OCEAN STATE CORPORATION :
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
___________________________________:
NOTICE OF PROPOSED ISSUANCE AND SALE OF SHORT-TERM NOTES TO BANKS
Eastern Edison Company ("Eastern"), 110 Mulberry
Street, Brockton, Massachusetts 02403, Montaup Electric Company
("Montaup"), P.O. Box 2333, Boston, Massachusetts 02107,
Blackstone Valley Electric Company ("Blackstone"), Washington
Highway, P.O. Box 1111, Lincoln, Rhode Island 02865, Newport
Electric Corporation ("Newport"), 12 Turner Road, P.O. Box 4125,
Middletown, Rhode Island 02840, EUA Service Corporation ("EUA
Service"), P.O. Box 2333, Boston, Massachusetts 02107, and EUA
Ocean State Corporation ("Ocean State"), P.O. Box 2333 Boston,
Massachusetts, 02107 (collectively, "Companies"), subsidiaries of
Eastern Utilities Associates, a registered holding company, have
filed a declaration pursuant to Sections 6 and 7 of the Act.
The Companies propose to issue and sell short-term notes to
banks, from time to time during the period from January 1, 1996,
to December 31, 1997, in aggregate amounts outstanding at any one
time not to exceed $20 million for Eastern Edison, $20 million
for Montaup, $15 million for Blackstone, $12 million for Newport,
$5 million for EUA Service and $5 million for Ocean State.
Each note will be dated the date of issuance and will mature
no later than September 30, 1998. Some Notes will bear interest
at a floating prime rate, have maximum maturities of one year,
and be prepayable at any time without premium. Other Notes will
bear interest at available fixed money market rates, in all cases
less than the prime rate at the time of issuance, will have
maximum maturities of one year, and will not be prepayable.
FINANCIAL STATEMENT 1.1, EASTERN EDISON COMPANY CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Financial Statement No. 1.2
Eastern Edison Company
Capitalization at Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $264.3 50.8% 50.8% $264.3 50.8% 48.9%
Preferred Stock 25.7 4.9% 4.9% 25.7 4.9% 4.7%
Common Equity 230.8 44.3% 44.3% 230.8 44.3% 42.7%
Sub-total $520.8 $520.8
Short-term Debt 0.0 0.0% 20.0 3.7%
Total Capitalization $520.8 100.0% 100.0% $540.8 100.0% 100.0%
FINANCIAL STATEMENT 2.1, MONTAUP ELECTRIC COMPANY CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Montaup Electric Company
Capitalization at Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $172.0 47.0% 46.2% $172.0 47.0% 44.5%
Preferred Stock 1.5 0.4% 0.4% 1.5 0.4% 0.4%
Common Equity 192.8 52.6% 51.8% 192.8 52.6% 49.9%
Sub-total $366.3 $366.3
Short-term Debt 6.1 1.6% 20.0 5.2%
Total Capitalization $372.4 100.0% 100.0% $386.3 100.0% 100.0%
FINANCIAL STATEMENT 3.1, BLACKSTONE VALLEY ELECTRIC COMPANY CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Financial Statement No. 3.2
Blackstone Valley Electric Company
Capitalization at Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $39.5 48.2% 48.2% $39.5 48.2% 40.7%
Preferred Stock 6.1 7.4% 7.4% 6.1 7.4% 6.3%
Common Equity 36.4 44.4% 44.4% 36.4 44.4% 37.5%
Sub-total $82.0 $82.0
Short-term Debt 0.0 0.0% 15.0 15.5%
Total Capitalization $82.0 100.0% 100.0% $97.0 100.0% 100.0%
FINANCIAL STATEMENT 4.1, EUA SERVICE CORPORATION CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Financial Statement No. 4.2
EUA Service Corporation
Capitalization at Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $12.3 73.2% 73.2% $12.3 73.2% 56.4%
Preferred Stock 0.0 0.0% 0.0% 0.0 0.0% 0.0%
Common Equity 4.5 26.8% 26.8% 4.5 26.8% 20.7%
Sub-total $16.8 $16.8
Short-term Debt 0.0 0.0% 5.0 22.9%
Total Capitalization $16.8 100.0% 100.0% $21.8 100.0% 100.0%
FINANCIAL STATEMENT 5.1, NEWPORT ELECTRIC CORPORATION CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Financial Statement No. 5.2
Newport Electric Company
Capitalization Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $22.1 50.2% 50.2% $22.1 50.2% 39.5%
Preferred Stock 1.0 2.3% 2.3% 1.0 2.3% 1.8%
Common Equity 20.9 47.5% 47.5% 20.9 47.5% 37.3%
Sub-total $44.0 $44.0
Short-term Debt 0.0 0.0% 12.0 21.4%
Total Capitalization $44.0 100.0% 100.0% $56.0 100.0% 100.0%
FINANCIAL STATEMENT 6.1, EUA OCEAN STATE CORPORATION CASH FLOW -
MONTH BY MONTH FOR THE YEARS 1996-1997
*FILED WITH CONFIDENTIAL TREATMENT*
Financial Statement No. 6.2
EUA Ocean State Corporation
Capitalization at Adjusted for Maximum
June 30, 1995 Short-Term Debt Request
$ % w/o % w $ % w/o % w
Millions STD STD Millions STD STD
Long-term Debt $34.8 64.9% 64.9% $34.8 64.9% 59.4%
Preferred Stock 0.0 0.0% 0.0% 0.0 0.0% 0.0%
Common Equity 18.8 35.1% 35.1% 18.8 35.1% 32.1%
Sub-total $53.6 $53.6
Short-term Debt 0.0 0.0% 5.0 8.5%
Total Capitalization $53.6 100.0% 100.0% $58.6 100.0% 100.0%
