File No. 70-7287
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 19 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)
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
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, by Post-Effective Amendment No. 16 dated
December 12, 1994, by Post-Effective Amendment No. 17 dated
December 19, 1994, and by Post-Effective Amendment No. 18 dated
January 30, 1995 is amended as stated below.
Item 1. Description of Proposed Transactions.
A. By an order in this proceeding dated December 19, 1986
(Release No. 35-24273), 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. Cogenex designs,
finances, installs and maintains energy conservation systems. On
September 28, 1995 Cogenex announced that it was discontinuing
one of its principal business segments involving small
self-generation projects. The following is a more complete
description of Cogenex's two remaining principal business
segments.
1. Energy Management Services. Cogenex provides
energy management services (EMS) directly to institutional,
commercial/industrial and governmental customers to reduce their
energy costs and consumption. In its EMS programs, Cogenex
employs energy efficiency technology and equipment through
building automation, lighting modifications, boiler replacement,
and other heat recovery methods to reduce electrical energy and
fuel consumption and related energy costs of its customers. The
principal equipment installed and maintained by Cogenex for EMS
projects consists of lighting equipment, variable speed drives
used in connection with heating, ventilation and air conditioning
systems, building automation control equipment, high-efficiency
motors, chillers and heat exchangers. Cogenex is paid for these
services primarily through "shared savings" agreements in which
the customer, who occupies or owns a facility, pays Cogenex a
portion of the energy savings that result from the installation
and maintenance of the energy efficient equipment in the
facility. Cogenex also may, from time to time, acquire existing
shared savings contracts or the benefits of these agreements from
other EMS contractors or help finance EMS projects being
developed by such contractors.
2. Utility Demand Side Management. Cogenex also
participates in demand side management programs sponsored by
electric utilities as a means to decrease both base load and peak
demand on the utilities' systems. In utility demand side
management programs, Cogenex contracts with the utility and its
customers to provide EMS services to the utility's customers to
reduce the demand on the utility's system. Cogenex is paid by
the utility based on the reduction in the demand on the utility's
system and may also receive a portion of the customer's savings.
B. Cogenex hereby seeks authorization to expand the
services it provides to include services relating to furnishing
and conserving water for the types of customers to whom it has
historically furnished EMS services as described in paragraph A.
above. Such water services could be packaged with EMS services
or furnished on a stand alone basis. Cogenex believes that such
water services are functionally related to EUA's utility system
operations and in the public interest as required by Section
11(b)(1) of the Act because they are a natural outgrowth of
Cogenex's EMS services and would draw extensively upon Cogenex's
experience in optimizing energy consumption and utilization. (F1)
The Commission has stated that the complexity of a service and
its lack of availability to the public due to the difficulty and
expense of its development are recurring factors in allowing a
holding company or its affiliate to engage in a new business. (F2)
Water conservation and supply are as complex as any of the other
services that Cogenex currently provides to its customers, and
like energy conservation, it is a highly specialized business.
Cogenex has sufficient expertise and resources to quickly and
efficiently add water conservation and supply to its repertoire
of services. By being able to provide water services as a
compliment to its energy conservation services, Cogenex will be
increasing its marketability to its EMS customers by meeting more
of such customers' conservation and efficiency needs at a
marginal cost to Cogenex operations. Such increased services may
also open up projects to Cogenex for which it might not otherwise
qualify. In addition, stand alone water projects would provide
Cogenex with increased opportunities to market its energy
conservation services to customers that may not initially be
soliciting such services. In short, water conservation and
supply services would round out Cogenex's current business while
increasing the availability of valuable services to the public.
(F1) In the Matter of CSW Credit, Inc. and Central and South West
Corporation, Release No. 35-25995 (March 2, 1994).
(F2) Id.
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 will be supplied by amendment.
Item 3. Applicable Statutory Provisions.
Transactions Section 11(b)(1)
Item 4. Regulatory Approval.
No state commission and no Federal commission, other than
the Securities and Exchange Commission, has jurisdiction over the
proposed transactions.
Item 5. Procedure.
(a) In order to be in a position to carry out the proposed
transactions at the most advantageous time, EUA and Cogenex request
that the Commission issue its order hereon on the earliest
practicable date.
(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 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 6. Exhibits and Financial Statements (* filed herewith).
(a) Exhibits.
*Exhibit H Proposed Form of Notice.
Exhibit F Opinion of McDermott, Will & Emery.
(to be filed by amendment)
(b) Financial Statements.
None.
Item 7. 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:/s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
EUA COGENEX CORPORATION
By:/s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Dated: November 15, 1995
Exhibit H
(PROPOSED FORM OF NOTICE)
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- , 70-7287)
Eastern Utilities Associates ("EUA"), a registered holding
company, and its wholly-owned subsidiary EUA Cogenex Corporation
("Cogenex") have filed Post-Effective Amendment No. 19 to an
application-declaration with this Commission pursuant to Section
11(b)(1) of the Public Utility Holding Company Act of 1935 (the
"Act").
By an order in this proceeding dated December 19, 1986
(Release No. 35-24273), 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. Cogenex designs,
finances, installs and maintains energy conservation systems. On
September 28, 1995 Cogenex announced that it was discontinuing
one of its principal business segments involving small self-generation
projects. The following is a more complete description of Cogenex's
two remaining principal business segments.
Cogenex provides energy management services ("EMS") directly
to institutional, commercial/industrial and governmental
customers to reduce their energy costs and consumption. In its
EMS programs, Cogenex employs energy efficiency technology and
equipment through building automation, lighting modifications,
boiler replacement, and other heat recovery methods to reduce
electrical energy and fuel consumption and related energy costs
of its customers. The principal equipment installed and
maintained by Cogenex for EMS projects consists of lighting
equipment, variable speed drives used in connection with heating,
ventilation and air conditioning systems, building automation
control equipment, high-efficiency motors, chillers and heat
exchangers. Cogenex is paid for these services primarily through
"shared savings" agreements in which the customer, who occupies
or owns a facility, pays Cogenex a portion of the energy savings
that result from the installation and maintenance of the energy
efficient equipment in the facility. Cogenex also may, from time
to time, acquire existing shared savings contracts or the
benefits of these agreements from other EMS contractors or help
finance EMS projects being developed by such contractors.
Cogenex also participates in demand side management programs
sponsored by electric utilities as a means to decrease both base
load and peak demand on the utilities' systems. In utility
demand side management programs, Cogenex contracts with the
utility and its customers to provide EMS services to the
utility's customers to reduce the demand on the utility's system.
Cogenex is paid by the utility based on the reduction in the
demand on the utility's system and may also receive a portion of
the customer's savings.
Cogenex seeks authorization to expand the services it
provides to include services relating to furnishing and
conserving water for the types of customers to whom it has
historically furnished EMS services as described above. Such
water services could be packaged with EMS services or furnished
on a stand alone basis. Cogenex believes that such water
services are functionally related to EUA's utility system
operations and in the public interest as required by Section
11(b)(1) of the Act because they are a natural outgrowth of
Cogenex's EMS services and would draw extensively upon Cogenex's
experience in optimizing energy consumption and utilization.
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 5th 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
