File No. 70-9357
SECURITIES AND EXCHANGE COMMISSION
(the Commission)
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1
APPLICATION/DECLARATION
WITH RESPECT TO CERTAIN TRANSACTIONS
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the Act)
MONTAUP ELECTRIC COMPANY
P.O. Box 2333, Boston, Massachusetts 02107
EASTERN EDISON COMPANY
750 West Center Street, West Bridgewater, Massachusetts 02379
(Name of companies filing this statement
and addresses of their principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company parent
of applicant or 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, P.C.
McDermott, Will & Emery
75 State Street
Boston, Massachusetts 02109-1807
Eastern Edison Company and Montaup Electric Company amend and restate Items 2
and 6 to their Application/Declaration in their entirety to read as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be paid or incurred directly or
indirectly in connection with the proposed transactions are as follows:
Company counsel $7,500
Service Company $2,500
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
Exhibits (* denotes filed herewith)
Exhibit A-1 Articles of Organization of Eastern Edison, as amended (Exhibit
1, Registration No. 2-7649; December, 1957, Exhibit A, Amendment
No. 1 to Form 8-K for June, 1958, Exhibit A, Amendment No. 1 to
Form 8-K for April, 1959, Exhibits A and B, Form 8-K for July,
1961, and Exhibit A, Form 8-K for October, 1963, File No. 0-
8480; Exhibit E to Certificate of Notification, File No. 7-5379;
Exhibit A, Form 8-K for April, 1975, File No. 0-8480; Exhibit
A-3(a), Form U-1, File No. 70-5719, Exhibit A, Form 8-K for
September, 1976, and Exhibit 1, Form 10-K for 1977, File No.
0-8480; Exhibit A-2(a), Form U-1, File No. 70-6217; Exhibit 4 to
Form U5S of Eastern Utilities Associates for 1978, File No. 1
5366; Exhibits A-2(a) and A-2(b), Form U-1, File No. 70-6365;
Exhibit 4, Form 10-K for 1979, File No. 0-8480; Exhibit C to
Certificate of Notification, File No. 70 6493; Exhibit A-3, Form
U-1, File No. 70-6773).
Exhibit A-2 By-laws of Eastern Edison, as amended (Exhibit 3-2, Form 10-K
for 1980, File No. 0-8480).
Exhibit A-3 Indenture of First Mortgage and Deed of Trust of Eastern Edison
dated as of September 1, 1948 (Exhibit 4-1, Registration No. 2
77468).
Exhibit A-4 First Supplemental Indenture dated as of February 1, 1953 of
Eastern Edison (Exhibit A, File No. 70-3015).
Exhibit A-5 Second Supplemental Indenture dated as of May 1, 1954 of Eastern
Edison (Exhibit A-3, File No. 70-3371).
Exhibit A-6 Third Supplemental Indenture dated as of June 1, 1955 of Eastern
Edison (Exhibit C to Certificate of Notification, File No.
70-3371).
Exhibit A-7 Fourth Supplemental Indenture dated as of September 1, 1957 of
Eastern Edison (Exhibit C to Certificate of Notification, File
No. 70-3619).
Exhibit A-8 Fifth Supplemental Indenture dated as of April 1, 1959 of
Eastern Edison (Exhibit D to Certificate of Notification, File
No. 70-3798).
Exhibit A-9 Sixth Supplemental Indenture dated as of October 1, 1963 of
Eastern Edison (Exhibit F to Certificate of Notification, File
No. 70-4164).
Exhibit A-10 Seventh Supplemental Indenture dated as of June 1, 1969 of
Eastern Edison (Exhibit D, File No. 70-4748).
Exhibit A-11 Eighth Supplemental Indenture dated as of July 1, 1972 of
Eastern Edison (Exhibit C, File No. 70-5195).
Exhibit A-12 Ninth Supplemental Indenture dated as of September 1, 1973 of
Eastern Edison (Exhibit C to Certificate of Notification, File
No. 79-5379).
Exhibit A-13 Tenth Supplemental Indenture dated as of October 1, 1975 of
Eastern Edison (Exhibit C to Certificate of Notification, File
No. 70-5719).
Exhibit A-14 Eleventh Supplemental Indenture dated as of January 1, 1979 of
Eastern Edison (Exhibit 5 24, File No. 2-65785).
Exhibit A-15 Twelfth Supplemental Indenture dated as of October 1, 1980 of
Eastern Edison (Exhibit F to Certificate of Notification, File
No. 70-6463).
Exhibit A-16 Thirteenth Supplemental Indenture dated as of July 1, 1981 of
Eastern Edison (Exhibit C to Certificate of Notification, File
No. 70-6608).
Exhibit A-17 Fourteenth Supplemental Indenture dated as of June 1, 1982 of
Eastern Edison (Exhibit 4-15 Registration No. 2-77468).
Exhibit A-18 Fifteenth Supplemental Indenture dated as of May 1, 1983 of
Eastern Edison (Exhibit F to Certificate of Notification, File
No. 70-6851).
Exhibit A-19 Sixteenth Supplemental Indenture dated as of September 1, 1984
of Eastern Edison (Exhibit 4-31, Form 10-K of Eastern Utilities
Associates for 1985, File No. 1-5366).
Exhibit A-20 Seventeenth Supplemental Indenture dated as of July 1, 1986 of
Eastern Edison (Exhibit F to Certificate of Notification, File
No. 70-7254).
Exhibit A-21 Eighteenth Supplemental Indenture dated as of November 1, 1987
of Eastern Edison (Exhibit C to Certificate of Notification,
File No. 70-7373).
Exhibit A-22 Nineteenth Supplemental Indenture dated as of November 1, 1987
of Eastern Edison (Exhibit C to Certificate of Notification,
File No. 70-7373).
Exhibit A-23 Twentieth Supplemental Indenture of Eastern Edison dated as of
May 1, 1988 of Edison (Exhibit C to Certificate of Notification,
File No. 70-7373).
Exhibit A-24 Twenty-First Supplemental Indenture dated as of September 1,
1988 of Eastern Edison (Exhibit F to Certificate of
Notification, File No. 70-7511).
Exhibit A-25 Twenty-Second Supplemental Indenture dated as of December 1,
1990 of Eastern Edison (Exhibit 4-34 Form 10-K of Eastern Edison
for 1990 File No. 0-8480).
Exhibit A-26 Twenty-Third Supplemental Indenture dated as of July 1, 1992 of
Eastern Edison (Exhibit 4-24 to Form 10-K of Eastern Edison for
the year ended December 31, 1992, File No. 0-8480).
Exhibit A-27 Twenty-Fourth Supplemental Indenture dated as of May 1, 1993 of
Eastern Edison (Exhibit C-33 to Form U5S of EUA for the year
ended December 31, 1993).
Exhibit A-28 Twenty-Fifth Supplemental Indenture dated as of July 1, 1993 of
Eastern Edison (Exhibit C-34 to Form U5S of EUA for the year
ended December 31, 1993).
Exhibit A-29 Twenty-Sixth Supplemental Indenture dated as of September 1,
1993 of Eastern Edison (Exhibit C-35 to Form U5S of EUA for the
year ended December 31, 1993).
Exhibit A-30 Twenty-Seventh Supplemental Indenture dated as of January 1,
1998 of Eastern Edison (Exhibit 4-1.09 to Form 10-K of Eastern
Edison for the year ended December 31, 1997).
Exhibit A-31 Form of 8% Debenture Bonds Due 2000 of Montaup (Exhibit 4-10,
Registration No. 2-41488).
Exhibit A-32 Form of 8-1/4% Debenture Bonds due 2003 of Montaup (Exhibit B-3,
Form U5S of EUA for year 1973).
Exhibit A-33 Form of 14% Debenture Bonds due 2005 of Montaup (Exhibit 4-11,
Registration No. 2-55990).
Exhibit A-34 Form of 10% Debenture Bonds due 2008 of Montaup (Exhibit 5-3,
Registration No. 2-65785).
Exhibit A-35 Form of 16-1/2% Debenture Bonds due 2010 of Montaup (Exhibit 4-
11, Form 10-K of EUA for 1980, File No. 1-5366).
Exhibit A-36 Form of 12-3/8% Debenture Bonds due 2013 of Montaup (Exhibit 4-
13, Form 10-K of EUA for 1983, File No. 1-5366).
Exhibit A-37 Form of 10-1/8% Debentures due 2008 of Montaup (Exhibit 4, Form
10-Q of Eastern Edison for quarter ended September 30, 1983,
File No. 0-8480).
Exhibit A-38 Form of 9% Debenture Bonds due 2020 of Montaup (Exhibit 4-10,
Form 10-K of Eastern Edison for the year ended December 31,
1990, File No. 0-8480).
Exhibit A-39 Form of 9-3/8% Debenture Bonds due 2020 of Montaup (Exhibit 4-11
to Form 10-K of Eastern Edison for the year ended December 31,
1990, File No. 0-8480).
Exhibit A-40 Articles of Incorporation of Montaup.
Exhibit A-41 By-laws of Montaup.
*Exhibit F Opinion of counsel.
Exhibit H Proposed Form of Notice.
*(b) Financial Statements
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this statement
to be signed on their behalf by the undersigned thereunto duly authorized.
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
By /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
DATED: December 14, 1998
December 11, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-9357
Eastern Edison Company and Montaup Electric Company/
Declaration With Respect To Redemption or Repurchase of Debt
and Capital Stock and Payment of Dividends
Ladies and Gentlemen:
As counsel for Eastern Edison Company ("Eastern") and Montaup Electric
Company ("Montaup"), we are furnishing this opinion to be used in connection
with the filing of the application-declaration on Form U-1 under the Public
Utility Holding Company Act of 1935, as amended (the "Application-
Declaration"), filed by Eastern and Montaup (collectively, the "Declarants")
with the Securities and Exchange Commission (the "SEC"), on September 9, 1998
(File No. 70-9357). In the Application-Declaration, the Declarants request
authorization, (i) to redeem or repurchase in one or more transactions up to
$50,000,000 in the case of Eastern and $235,000,000 in the case of Montaup of
any combination of debt or classes or series of their respective capital stock
held by affiliates, and (ii) to pay dividends out of capital and unearned
surplus in the case of Eastern in the aggregate amount of up to $50,000,000
and, in the case of Montaup in the aggregate amount of up to $30,000,000, all
upon the terms and conditions described in the Application-Declaration. The
redemption or repurchase of debt and capital stock and the payment of dividends
upon the terms and conditions set forth in the Application-Declaration are
hereinafter referred to as the "Proposed Transactions."
It is our opinion, subject to the additional assumptions, exceptions
and qualifications hereinafter stated, that in the event the Proposed
Transactions are consummated in accordance with the Application-Declaration:
All state laws applicable to the Proposed Transactions will have been complied
with by Eastern and Montaup.
Each of Eastern and Montaup is a validly organized and duly existing
corporation organized under the laws of the Commonwealth of Massachusetts,
Eastern and Montaup will legally redeem and/or repurchase their respective debt
and/or capital stock; and
The consummation of the Proposed Transactions will not violate the legal rights
of the holders of any of the securities of Eastern Utilities Associates
("EUA"), Eastern, Montaup, Blackstone Valley Electric Company ("Blackstone") or
Newport Electric Corporation ("Newport"), or of any of EUA Cogenex Corporation
("Cogenex"), EUA Ocean State Corporation ("Ocean State"), EUA Services
Corporation ("ESC"), EUA Energy Investment Corporation ("EUA Energy"), EUA
Telecommunications Corporation ("EUA Telecommunications"), Northeast Energy
Management, Inc. ("NEM"), EUA Citizens Conservation Services, Inc. ("CCS"), EUA
Cogenex-West Corporation ("Cogenex-West"), EUA Cogenex-Canada Inc. ("Cogenex-
Canada") (each of NEM, CCS, Cogenex-West and Cogenex-Canada being an associate
or subsidiary company of Cogenex), EUA Energy Services, Inc. ("Energy
Services"), EUA TransCapacity, Inc. ("TransCapacity"), EUA BIOTEN, Inc.
("BIOTEN"), EUA Compression Services, Inc. ("EUACS") (TransCapacity, BIOTEN and
EUACS being associate companies of EUA Energy), Ocean State Power ("OSP I"),
Ocean State Power II ("OSP II") (OSP I and OSP II being Rhode Island general
partnerships) or OSP Finance Company ("OSP Finance").
This opinion, in addition to being subject to the consummation of the
Proposed Transactions in accordance with the Application-Declaration, is also
subject to the following additional assumptions, exceptions and qualifications:
the due authorization by the respective Boards of Directors of Eastern and
Montaup in connection with the redemption and/or repurchase of their respective
debt and/or capital stock;
compliance with such order or orders as the SEC may issue from time to time
upon the Application-Declaration;
compliance by Montaup with the redemption provisions set forth in its
debentures; and
the accuracy of information furnished to us (a) as to the outstanding
securities of EUA, Eastern, Montaup, Blackstone and Newport, or of Cogenex,
Ocean State, ESC, EUA Energy, EUA Telecommunications, NEM, CCS, Cogenex-West,
Cogenex-Canada, Energy Services, TransCapacity, BIOTEN, EUACS, OSP I, OSP II,
and OSP Finance, and (b) that there is no provision or condition in any note or
other document in connection with outstanding short-term borrowings of any of
the above listed corporations limiting any of the Proposed Transactions.
This opinion relates only to federal law and the laws of the
Commonwealth of Massachusetts, and we express no opinion with respect to any
other jurisdiction. To the extent that certain matters addressed may involve
the laws of other states, we have assumed that such laws are not materially
different from the laws of the Commonwealth of Massachusetts. We express no
opinion with respect to the effect of the consummation of the Proposed
Transactions on the legal rights of the holders of any of the securities of any
associate companies of Eastern or Montaup, other than those associate companies
expressly set forth herein.
We consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
McDermott, Will & Emery
<TABLE>
<CAPTION>
Eastern Edison Consolidated
Balance Sheet
Actual as of September 30, 1998
Eastern
Eastern Edison
Assets Montaup Edison Eliminations Consolidated
<S> <C> <C> <C> <C>
Net Utility Plant 384,687 151,234 535,921
Net Non-Utility Property 2,447 96 2,543
Inv. Subsidaries 13,130 336,332 (336,332) 13,130
Other Investments 44 10 54
Total 400,308 487,672 (336,332) 551,648
Current Assets 74,642 57,126 (61,091) 70,677
Deferred Debits and
Other Non Current Assets 156,992 19,218 176,210
Total Assets 631,942 564,016 (397,423) 798,535
</TABLE>
<TABLE>
<CAPTION>
Proforma Eastern Edison Consolidated
Adjusting Entries Proforma Balance Sheet
Eastern
Eastern Eastern Edison
Assets Montaup Edison Montaup Edison Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Net Utility Plant (72,000) <F1> 312,687 151,234 463,921
Net Non-Utility Property 2,447 96 2,543
Inv. Subsidaries (316,514) <F5> 13,130 19,818 (19,818) 13,130
Other Investments 44 10 54
Total (72,000) (316,514) 328,308 171,158 (19,818) 479,648
Current Assets 95,600 <F1> 316,514 <F5> 84,642 67,126 (61,091) 90,677
230,914 <F2> (165,000) <F6>
(223,014) <F3> (41,514) <F7>
(93,500) <F4> (100,000) <F8>
Deferred Debits and
Other Non Current Assets 156,992 19,218 176,210
Total Assets (62,000) (306,514) 569,942 257,502 (80,909) 746,535
</TABLE>
<TABLE>
<CAPTION>
Eastern
Eastern Edison
Liabilities Montaup Edison Eliminations Consolidated
<S> <C> <C> <C> <C>
Capitalization
Common Stock 58,600 72,284 (58,600) 72,284
Other Paid in Capital 29,528 47,206 (29,528) 47,206
Retained Earnings 73,790 99,461 (73,790) 99,461
Total Common Equity 161,918 218,951 (161,918) 218,951
Redeemable Pref. Stock 1,500 30,000 (1,500) 30,000
Preferred Stock Exp/Premium (2,097) (2,097)
Long Term Debt 172,914 162,541 (172,914) 162,541
Total Capitalization 336,332 409,395 (336,332) 409,395
Short term debt 52,195 52,195
Other Current Liabilities 46,734 67,764 (61,091) 53,407
Deferred Credits and Other
Non-current Liabilities 248,876 34,662 283,538
Securitization Financing
Total Liabilities 631,942 564,016 (397,423) 798,535
</TABLE>
<TABLE>
<CAPTION>
Eastern
Eastern Eastern Edison
Liabilities Montaup Edison Montaup Edison Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock (58,600) <F3> (50,000) <F8> 22,284 22,284
Other Paid in Capital (29,528) <F4> (50,000) <F8> (2,794) (2,794)
Retained Earnings (63,972) <F4> (41,514) <F7> 9,818 57,947 (9,818) 57,947
Total Common Equity (152,100) (141,514) 9,818 77,437 (9,818) 77,437
Redeemable Pref. Stock (1,500) <F3> (30,000) <F7>
Preferred Stock Exp/Premium 0 (2,097) (2,097)
Long Term Debt (162,914) <F3> (83,000) <F7> 10,000 79,541 (10,000) 79,541
Total Capitalization (316,514) (254,514) 19,818 154,881 (19,818) 154,881
Short term debt (52,000) <F6> 195 195
Other Current Liabilities 46,734 67,764 (61,091) 53,407
Deferred Credits and Other
Non-current Liabilities 56,800 <F1> 272,476 34,662 307,138
(22,300) <F1>
(10,900) <F1>
Securitization Financing 230,914 <F2> 230,914 230,914
Total Liabilities (62,000) (306,514) 569,942 257,502 (80,909) 746,535
<FN>
Proforma Adjusting Entries
Montaup Electric Company
<F1> Dr. Current Assets - Cash 95,600
Non-Current Liabilities - Accum def tax - 22,300
Non-Current Liabilities - Accum def tax - 10,900
Cr. Net Plant 72,000
Non-Current Liabilities - Regulatory Liabili 56,800
To record the proceeds of the asset sales divestiture and
associated tax accruals and payment
<F2> Dr. Current Assets - Cash 230,914
Cr. Securitization Financing 230,914
To record securitization financing proceeds
<F3> Dr. Common Stock 58,600
Redeemable Preferred Stock 1,500
Long Term Debt 162,914
Cr. Current Assets - Cash 223,014
To record recapitalization of Montaup
<F4> Dr. Retained Earnings 63,972
Other Paid in Capital 29,528
Cr. Current Assets - Cash 93,500
To record Dividends Paid to Eastern Edison out of Unearned Surplus
(Other Paid in Capital) in recapitalization and of Montaup
Eastern Edison Company
<F5> Dr. Current Assets - Cash 316,514
Cr. Investment in Subsidiary 316,514
To record the redemption and repurchase of Montaup securities
<F6> Dr. Redeemable Preferred Stock 30,000
Long Term Debt 83,000
Current Liabilities - Short Term Debt 52,000
Cr. Current Assets - Cash 165,000
To record redemption of Eastern Edison securities and Short Term Debt
<F7> Dr. Retained Earnings 41,514
Cr. Current Assets - Cash 41,514
To record Dividends Paid to EUA in recapitalization of Eastern Edison
<F8> Dr. Common Stock 50,000
Other Paid in Capital 50,000
Cr. Current Assets - Cash 100,000
To record repurchase of Common Stock and Dividends out of Unearned Surplus
</FN>
</TABLE>
