File No. 70-7287
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 17 TO
FORM U-1
APPLICATION-DECLARATION
WITH RESPECT TO ACQUISITION AND FINANCING
OF A WHOLLY-OWNED SUBSIDIARY
AND AUTHORIZATION OF SHORT-TERM BANK BORROWING
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (ACT)
EASTERN UTILITIES ASSOCIATES (EUA)
P.O. Box 2333, Boston, Massachusetts 02107
EUA COGENEX CORPORATION (COGENEX)
EUA COGENEX CANADA CORPORATION (COGENEX CANADA)
NORTHEAST ENERGY MANAGEMENT, INC. (NEM)
P.O. Box 2333, BOSTON, MASSACHUSETTS 02107
(Name of companies filing this statement
and address of principal executive office)
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, ESQ.
McDermott, Will & Emery
75 State Street
Boston, MA 02109
*n*
The application-declaration on Form U-1 dated September 24,
1986, as amended by Amendment No. 1 dated November 14, 1986, by
Amendment No. 2 dated December 12, 1986, by Post-Effective
Amendment No. 1 dated February 29, 1988, by Post-Effective
Amendment No. 2 dated March 9, 1988, by Post-Effective
Amendment No. 3 dated April 12, 1988, by Post-Effective
Amendment No. 4 dated April 22, 1988, by Post-Effective
Amendment No. 5 dated April 22, 1988, by Post-Effective
Amendment No. 6 dated July 18, 1988, by Post-Effective
Amendment No. 7 dated August 12, 1988, by Post-Effective
Amendment No. 8 dated September 19, 1988, by Post-Effective
Amendment No. 9 dated October 31, 1989, by Post-Effective
Amendment No. 10 dated November 14, 1989, by Post-Effective
Amendment No. 11 dated December 21, 1989, by Post-Effective
Amendment No. 12 dated April 15, 1992, by Post-Effective
Amendment No. 13 dated July 10, 1992, by Post-Effective Amendment
No. 14 dated August 3, 1992, by Post-Effective Amendment No. 15
dated August 21, 1992, and by Post-Effective Amendment No. 16
dated December 12, 1994 is amended as stated below.
Item Description of Proposed Transactions.
By an order in this proceeding dated December 19, 1986
(Release No. 35-24273) (the "1986 Order"), the Commission
authorized EUA to acquire all of the issued and outstanding
capital stock of Citizens Heat and Power Corporation, a
Massachusetts corporation which provided energy management
services to institutional customers and which became EUA's
wholly-owned subsidiary, Cogenex. The 1986 Order further
authorized Cogenex to expand its operations outside of New
England provided that, among other things, the revenues of
Cogenex attributable to customers located outside of New England
remain less than the revenues attributable to customers located
within that area (the "50% Restriction"). By an Order dated
September 17, 1992 (Release No. 35-25636) (the "1992 Order"), the
Commission authorized Cogenex to include revenues attributable to
customers located in New York as revenues attributable to New
England for purposes of the 50% Restriction. The 1992 Order also
authorized Cogenex to exclude revenues derived from qualifying
cogeneration facilities under the Public Utility Regulatory
Policies Act of 1978 from its calculation of the 50% Restriction.
The Commission's most recent adjustment to the 50% Restriction
was on September 30, 1994 (HCAR No. 35-26135) when it authorized
Cogenex to exclude revenues from consulting services from the 50%
Restriction calculation. The revenues from Cogenex's two wholly-
owned subsidiaries, NEM and Cogenex Canada as well as from its
divisions, are included in the calculation of the 50% Restriction
by orders of the Commission dated January 28, 1994 (HCAR No. 35-
25982) and September 30, 1994 (HCAR No. 35-26135), respectively.
Cogenex management believes that for the reasons set
forth in Exhibit I hereto, the 50% Restriction is not mandated by
the Act or prior Commission precedent and should be removed.
Accordingly, Cogenex, NEM and Cogenex Canada hereby request that
the Commission authorize Cogenex, NEM and Cogenex Canada to
conduct their business activities without regard to the 50%
Restriction.
Item Fees, Commissions and Expenses.
The estimated fees, commissions and expenses to be paid or
incurred directly or indirectly in connection with the proposed
transactions will be supplied by amendment.
Item Applicable Statutory Provisions.
Transactions Section 11(b)(1)
Item Regulatory Approval.
No state commission and no Federal commission, other than
the Securities and Exchange Commission, has jurisdiction over the
proposed transactions.
Item Procedure.
In order to be in a position to carry out the proposed
transactions at the most advantageous time, EUA, Cogenex, NEM and
Cogenex Canada request that the Commission issue its order hereon
on the earliest practicable date.
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 Office of Public
Utility Regulation may assist in the preparation of the decision
of the Commission and it is believed that a 30-day waiting period
between the issuance of the order of the Commission and the date
on which the order is to become effective would not be
appropriate.
Item Exhibits and Financial Statements (* filed herewith).
Exhibits.
*Exhibit H Proposed Form of Notice.
*Exhibit I Legal Memorandum to Securities and
Exchange Commission.
Financial Statements.
None.
Item 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 prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
SIGNATURE
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 UTILITIES ASSOCIATES
By:___________________________
Clifford J. Hebert, Jr.
Treasurer
EUA COGENEX CORPORATION
By:___________________________
Clifford J. Hebert, Jr.
Treasurer
EUA COGENEX CANADA CORPORATION
By: Basil G. Pallone,
Vice President
NORTHEAST ENERGY MANAGEMENT,
INC.
By: Basil G. Pallone,
Vice President
Dated: December 19, 1994
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