File No. 70-8609
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
AMENDMENT NO. 2
TO
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
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
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 of the application-declaration hereby is amended to read
in its entirety as set forth below.
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 under the Public Utility Holding Company Act of
1935 (the "Act") 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 (including its subsidiaries),
EUA Service Corporation and Newport Electric Corporation, and its
indirect subsidiary, Montaup Electric Company (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.
Neither EUA nor any of the Subsidiaries has acquired an
ownership interest in any exempt wholesale generator ("EWG") or a
foreign utility company ("FUCO") as defined in Sections 32 and 33
of the Act, or now is or as a consequence of the transactions
proposed herein will become a party to or has or will as a
consequence of the transactions proposed herein have any right
under a service, sales or construction contract with an EWG or
FUCO, except in accordance with the provisions of the Act.
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: May 25, 1995
EASTERN UTILITIES ASSOCIATES
EASTERN EDISON COMPANY
EUA COGENEX CORPORATION
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
EUA SERVICE CORPORATION
NEWPORT ELECTRIC CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.,
Treasurer
