File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM U-1
APPLICATION-DECLARATION
WITH RESPECT TO ISSUE AND SALE OF COMMON SHARES
IN CONNECTION WITH AN EMPLOYEES SAVINGS PLAN
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (ACT)
EASTERN UTILITIES ASSOCIATES
EASTERN EDISON COMPANY
EUA COGENEX CORPORATION
MONTAUP ELECTRIC COMPANY
P.O. Box 2333, Boston, Massachusetts 02107
BLACKSTONE VALLEY ELECTRIC CORPORATION
Washington Highway, Lincoln, Rhode Island 02865
EUA SERVICE CORPORATION
P.O. Box 543, West Bridgewater, Massachusetts 02379
NEWPORT ELECTRIC CORPORATION
12 Turner Road, Middletown, Rhode Island 02840
TRANSCAPACITY LIMITED PARTNERSHIP
2 Corporate Place 128, 107 Audubon Road, Suite 101,
Wakefield, Massachusetts 01880
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
Item 1. Description of Proposed Transaction
Background
In December 1981, Eastern Utilities Associates ("EUA")
established the Eastern Utilities Associates Employees' Savings
Plan (the "Plan"), which is intended to meet the requirements of
the Employee Retirement Income Security Act of 1974, as amended,
and has been determined to be qualified and exempt under Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as
amended from time to time. The purpose of the Plan is to
encourage savings by employees of EUA and its subsidiaries.
By an Order dated March 8, 1991, SEC Release No. 35-25269
(the "1991 Order"), EUA, its direct subsidiaries, Blackstone
Valley Electric Company, EUA Cogenex Corporation and Eastern
Edison Company, and its indirect subsidiary, Montaup Electric
Company, were authorized to contribute to the Plan up to 200,000
common shares of EUA, $5 par value per share, ("Common Shares")
or cash which could be used to purchase up to 200,000 Common
Shares, during the period ending December 15, 1995. The Common
Shares contributed to the Plan may be (i) authorized but unissued
shares issued to the Plan by EUA, (ii) shares purchased on the
open market, or (iii) shares purchased from EUA. Whenever cash
contributions to the Plan by EUA or the subsidiaries are used to
purchase Common Shares from EUA, the proceeds are added to the
general funds of EUA and may be used for, among other corporate
purposes, the payment or prepayment of outstanding short-term
indebtedness.
Proposed Transactions
The number of shares available under the 1991 Order is now
expected to be depleted by July 1995. EUA and its direct
subsidiaries, Blackstone Valley Electric Company, Eastern Edison
Company, EUA Cogenex Corporation, EUA Service Corporation and
Newport Electric Corporation, and its indirect subsidiaries,
Montaup Electric Company and TransCapacity Limited Partnership
(said direct and indirect subsidiaries being hereinafter
collectively referred to as the "Subsidiaries") hereby request
authority to contribute to the Plan an additional 150,000 Common
Shares or cash which can be used to purchase the additional
Common Shares during the period ending December 15, 1997 for the
purpose of making such shares available to the Plan.
Item 2. Fees, Commissions and Expenses
The estimated fees, commissions, and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, by
the applicants-declarants in connection with the proposed
transactions will be supplied by amendment.
Item 3. Applicable Statutory Provisions
Transactions Applicable Section and Rules
Issue and sale of Common Sections 6(a) and 7.
Shares by EUA; contribution of
Common Shares by EUA and/or
the Subsidiaries.
Purchase of Common Shares in Sections 9(a), 10 and 12(c);
the open market by EUA and/or Rule 42.
the Subsidiaries.
Purchase of Common Shares from Section 9(a) and 10.
EUA by the Subsidiaries.
Item 4. Regulatory Approval
No state commission or Federal commission (other than the
Commission) has jurisdiction over the issue and sale of the
Additional Common Shares.
Item 5. Procedure
(a) It is requested that the Commission take action with
respect to this statement without a hearing being held and that
this statement become effective and be granted at the earliest
practicable time.
(b) 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
Commission's decision and it is believed that a 30-day waiting
period between the issuance of the Commission's order and the
date on which it is to become effective would not be appropriate.
Item 6. Exhibits and Financial Statements
(a) Exhibits (*filed herewith)
A-1 Declaration of Trust of EUA, dated April 2, 1928, as
amended (Exhibit A-3, File No. 70-3188; Exhibit 1 to
EUA's 8-K reports for April in each of the years 1957,
1962, 1966, 1968, 1972 and 1973, File No. 1-5366;
Exhibit A-1(a), Amendment No. 2 to Form U-1, File No.
70-5997; Exhibit 4-3, Registration Statement No. 2-
72589; Exhibit 1 to Certificate of Notification, File
No. 70-6713; Exhibit 1 to Certificate of Notification,
File No. 70-7084; and Exhibit 3-2, Form 10-K of EUA for
1987, File No. 1-5366).
A-2 Specimen of Common Share Certificate (Exhibit 2-1,
Registration No. 2-62862).
B-1 Summary of Eastern Utilities Associates Employees'
Savings Plan (to be filed by amendment).
B-2 Eastern Utilities Associates Employees' Savings Plan as
amended and restated effective January 1, 1989 (to be
filed by amendment).
B-3 First Amendment to the 1989 Restated Plan (to be filed
by amendment).
B-4 Trust Agreement with respect to Eastern Utilities
Associates Employees' Savings Plan (Exhibit 10-3, Form
10-K of EUA for 1992, File No. 1-5366).
F Opinion of counsel (to be filed by amendment).
* H Proposed Form of Notice.
(b) Financial Statements
Item 7. Information as to Environmental Effects
The proposed transactions do not involve a major Federal
action significantly affecting the quality of the human
environment.
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
officer thereunto duly authorized.
Dated: April 4, 1995
EASTERN UTILITIES ASSOCIATES
EASTERN EDISON COMPANY
EUA COGENEX CORPORATION
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
EUA SERVICE CORPORATION
NEWPORT ELECTRIC CORPORATION
TRANSCAPACITY LIMITED PARTNERSHIP
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
(PROPOSED FORM OF NOTICE)
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - , 70 - )
Eastern Utilities Associates, a registered holding company
("EUA"), and its direct subsidiaries, Blackstone Valley Electric
Company, Eastern Edison Company, EUA Cogenex Corporation, EUA
Service Corporation and Newport Electric Corporation, and its
indirect subsidiaries, Montaup Electric Company and TransCapacity
Limited Partnership (all of the aforementioned direct and
indirect subsidiaries collectively referred to as the
"Subsidiaries") have filed an application-declaration with this
Commission pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of
the Public Utility Holding Company Act of 1935 (the "Act") and
Rule 42 promulgated thereunder.
By Order dated March 8, 1991, Release No. 35-25269 (the
"1991 Order"), EUA and certain of its subsidiaries were
authorized through December 15, 1995 to contribute up to 200,000
common shares of EUA, $5.00 par value per share ("Common
Shares"), or cash for the purchase thereof, to the Eastern
Utilities Associates Employees' Savings Plan (the "Plan"). To
make such contribution, EUA may (i) issue Common Shares to the
Plan from EUA's authorized but unissued shares; (ii) purchase
shares on the open market; or (iii) purchase shares from EUA.
Whenever cash contributions to the Plan by EUA or the
Subsidiaries are used to purchase Common Shares from EUA, the
proceeds are added to the general funds of EUA and may be used
for, among other corporate purposes, the payment or prepayment of
outstanding short-term indebtedness.
EUA and the Subsidiaries now have requested Commission
authorization through December 15, 1997 to contribute an
additional 150,000 Common Shares of EUA or cash to purchase such
number of additional shares for the Plan upon the terms and
conditions described in the Application-Declaration. The Plan is
intended to meet the requirements of the Employee Retirement
Income Security Act of 1974, as amended, and has been determined
to be qualified and exempt under Sections 401(a) and 501(a) of
the Internal Revenue Code of 1986, as amended. The purpose of
the Plan is to encourage savings by the employees of EUA and the
Subsidiaries.
NOTICE IS FURTHER GIVEN that any interested person may, not
later than __________, 1995, request in writing that a hearing be
held on such matter, stating the nature of his interest, the
reasons for such request, and the issues of fact or law raised by
said application/declaration which he desires to controvert; or
he may request that he be notified if the Commission should order
a hearing thereon. Any such request should be addressed:
Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. A copy of such
request should be served personally or by mail upon the
applicant/declarant at the above-stated address and proof of
service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. At any time after
said date the application/declaration, as filed or as it may be
amended, may be granted and permitted to become effective as
provided in Rule 23 of the General Rules and Regulations
promulgated under the Act, or the Commission may grant exemption
from such rules as provided in Rules 20(a) and 100 thereof or
take such other action as it may deem appropriate. Persons who
request a hearing or advice as to whether a hearing is ordered
will receive any notices and orders issued in this matter,
including the date of the hearing (if ordered) and any
postponements thereof.
For the Commission, by the Division of Corporate Regulation,
pursuant to delegated authority.
Secretary
