File No. 70-7287
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 18 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 INC. (COGENEX-CANADA)
NORTHEAST ENERGY MANAGEMENT (NEM)
The Boott Mills South, 100 Foot of John Street,
Lowell, Massachusetts 01852
(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, P.C.
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 and by Post-Effective
Amendment No. 17 dated December 19, 1994 is hereby amended as
stated below.
1. The first sentence of Paragraph B in Item 1 as set forth in
Post-Effective Amendment No. 17 is hereby amended to read as
follows:
B. Cogenex management believes that for the reasons set
forth in Exhibit I and Exhibit J hereto, the 50% Restriction is
not mandated by the Act or prior Commission precedent and should
be removed.
2. Paragraphs C through F, inclusive, are hereby added to the
end of Item 1:
C. Quarterly Reports. Cogenex will file quarterly reports
with the Commission on the following schedule: The quarterly
report for the first calendar quarter of each year will be filed
on or before August 15 of such year; the quarterly report for the
second calendar quarter of each year will be filed on or before
November 15 of such year; the quarterly report for the third
calendar quarter of each year will be filed on or before February
15 of the immediately succeeding calendar year; and the quarterly
report for the final calendar quarter of each year will be
incorporated into Cogenex's annual report for such year, which
annual report shall be filed on or before May 1 of the
immediately succeeding calendar year. Each such quarterly report
will include the consolidated and consolidating financial
statements of Cogenex and its subsidiaries as at the reporting
date and for such quarter and such other information as is
required to satisfy the terms and conditions of Rule 24
promulgated under the Act, in accordance with the provisions of
Release No. 35-24273 dated December 19, 1986, as subsequently
amended by Release No. 35-24722 dated September 29, 1988, Release
No. 35-25697 dated December 9, 1992 (File No. 70-8003 regarding
the EUA Nova division), Release No. 35-25941 dated December 8,
1993 (File No. 70-8255 regarding the EUA Day division), Release
No. 35-25982 dated January 28, 1994 (File No. 70-8255 regarding
Cogenex's wholly-owned subsidiary, NEM) and Release No. 35-26135
dated September 30, 1994 (File No. 70-8441 regarding Cogenex's
wholly-owned subsidiary, EUA Cogenex-Canada Corporation). In
addition, each such quarterly report will include:
(1) A summary of the total assets and revenues of Cogenex
and its subsidiaries, shown separately by type of activity
including (i) demand side management and energy management
services, (ii) cogeneration (including so-called "in the fence"
cogeneration), (iii) manufacturing, and (iv) consulting; and
(2) A summary of the total assets and revenues of Cogenex
and its subsidiaries, shown separately by geographic region for
(i) the New England/New York region, (ii) the United States
excluding the New England/New York geographic region, (iii)
Canada, and (iv) all areas of the world excluding the United
States and Canada;
Cogenex will provide a copy of each such quarterly report to the
Massachusetts Public Utility Commission.
D. Annual Reports. Cogenex will file annual reports with
the Commission on or before May 1 of each year for the preceding
calendar year. Such annual reports will be filed on the modified
Form U-13-60 which has previously been filed with the Commission,
as subsequently modified (i) to include reporting for each of
Cogenex's divisions and subsidiaries, and (ii) to include the
following:
(1) A statement of estimated kilowatts saved during the
past year and cumulatively, both within and outside of New
England, through demand side management projects and according to
the utility sponsor (utilities which sponsor programs on behalf
of their customers).
(2) A list of new generation facilities acquired and the
applicable FERC certification date and number.
(3) A schedule of terminated and/or cancelled contracts,
their value, the amount of loss to Cogenex, and the reasons for
the termination.
(4) A schedule of actual accounts receivable written off
the books of Cogenex (i.e., bad debt expense).
(5) An aging of accounts receivable for account 143 -
Accounts Receivable and account 146 - Accounts Receivable from
Associate Companies.
(6) A schedule of any projects over $100,000 broken down by
demand side management, energy management services and
cogeneration, including the investment and, based on the
contract, the estimated future total project value (net
realizable value).
Cogenex will provide a copy of each such annual report to the
Massachusetts Public Utility Commission.
E. Background Information with respect to Cogenex. As of
December 31, 1994, Cogenex had estimated assets of $214.5
million, estimated revenues of $75.5 million and net income of
$4.2 million. Cogenex estimates that approximately $29.1 million
or 44% of its revenues, excluding cogeneration revenues, were
derived from sources outside the New York/New England area.
F. Intercompany Activities and/or Transactions. Cogenex
may have in the past provided incidental services to other EUA
System companies on an arm's length basis, and will promptly file
an application-declaration on Form U-1 with respect to any such
ongoing transactions or arrangements which are not on a cost
basis. With respect to future transactions not currently
contemplated, except as expressly authorized by the Commission,
neither Cogenex nor any subsidiary thereof will provide goods
and/or services to any other EUA System company on any basis
other than cost.
3. Item 2 is hereby amended and restated in its entirety to
read as follows:
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be paid or incurred
directly or indirectly in connection with the proposed
transactions are estimated as follows:
Legal Fees $12,500
Miscellaneous $ 1,000
TOTAL $13,500
4. Item 6 is hereby amended by adding the below-described
exhibit (* indicates filed herewith) and financial forecasts (for
which confidential treatment has been requested):
(a) Exhibits.
*Exhibit J Supplemental Memorandum to
Securities and Exchange Commission.
(b) Financial Statements.
b-1 Certain Preliminary Financial
Forecasts of EUA Cogenex
Corporation (Confidential treatment
requested.)
b-2 Certain Preliminary Financial
Forecasts of EUA Cogenex
Corporation (Confidential treatment
requested.)
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
EUA COGENEX-CANADA INC.
By:/s/ Basil G. Pallone
Basil G. Pallone, Vice
President
NORTHEAST ENERGY MANAGEMENT,
INC.
By:/s/ Basil G. Pallone
Basil G. Pallone, Vice
President
Dated: February 2, 1995
EXHIBIT J
SUPPLEMENTAL MEMORANDUM
TO THE SECURITIES AND EXCHANGE COMMISSION
Elimination of Geographic Restrictions on the
Provision of Services by EUA Cogenex Corporation
This Memorandum provides additional information about EUA
Cogenex Corporation ("Cogenex") to supplement the Legal
Memorandum filed with the Securities and Exchange Commission (the
"Commission") as Exhibit I (the "Legal Memorandum") to the
application-declaration on Form U-1 (File No. 70-7287;
hereinafter, the "Application") of Cogenex pursuant to the Public
Utility Holding Company Act of 1935 (the "Act"), in further
support of the removal of the so-called "50% Restriction."
1. Energy Savings Achieved Through Cogenex's Activities.
As of June 30, 1993, Cogenex's three principal market activities
- -- Energy Management Services ("EMS"), Utility Demand Side
Management Programs ("Utility DSM") and cogeneration (each as
more particularly described in Section II of the Legal
Memorandum) -- resulted in energy savings through approximately
685 projects located in 31 states. See section of Exhibit G-3 to
the Application entitled "Business". Through its EMS projects,
Cogenex typically delivers savings of $.03 - $.04 per kilowatt
hour, representing a 25%-50% savings for its customers. Through
its Utility DSM Programs, in calendar year 1993 Cogenex
contracted with nine utility companies to provide energy
conservation programs yielding an estimated total energy
reduction of 54 MW. See 1993 Annual Report of Cogenex on Form U-
13-60. Together with the partnerships in which it participates,
Cogenex also developed approximately 23 MW of self-generation
involving approximately 70 individual units in service.
Since June 30, 1993, Cogenex has (i) created the "EUA Day"
division which engages in EMS and more particularly provides
customized building control systems and enhanced applications by
acquiring the stock of the former James L. Day Co., Inc. (see
File No. 70-8255); (ii) acquired a wholly-owned subsidiary,
Northeast Energy Management, which engages in demand side
management and EMS primarily in New England (File 70-8255); (iii)
formed a wholly-owned subsidiary, EUA Cogenex-Canada Corporation,
to engage in EMS, Utility DSM Programs, consulting and, to the
extent authorized, cogeneration in Canada (File No. 70-8441); and
(iv) taken steps to expand its marketing efforts by developing a
national sales staff and evaluating opportunities to implement a
broader array of energy services. These developments, together
with Cogenex's ongoing expansion of its EMS and Utility DSM
Programs, are anticipated to yield greater annual and cumulative
savings of energy.
2. Nature of Investments. Cogenex's financial investments
in energy savings activities typically are geographically
diverse, for relatively small amounts of money and numerous. To
date, Cogenex's projects generally range in investment size from
as little as $100,000 to up to $5,000,000. Cogenex attempts to
adhere to the following business strategies to minimize its
exposure to risks:
(1) Cogenex's EMS projects are designed to provide for
repayment of Cogenex's investment within four to five
years, with such repayment being made through regular
installments commencing immediately upon completion of
a project's installation.
(2) In its Utility DSM Program activities, Cogenex's
returns are often based upon a fixed payment rate per
kilowatt of demand reduction. When coupled with
Cogenex's experience and expertise, this fixed payment
rate provides for generally predictable and low-risk
investment.
(3) In its cogeneration activities, Cogenex has typically
developed smaller facilities (ranging from 30 kw to
5 MW) in locations where competition from larger
cogeneration and independent power producers is
minimal.
3. Corporate Finance Matters. None of the operating
companies of the Eastern Utilities Associates ("EUA") holding
company system loan funds to or guarantee the obligations of
Cogenex and its subsidiaries. Further, Cogenex is lessening its
reliance on EUA to guarantee its obligations, as evidenced by
Cogenex's most recent issuance of 7% Notes (File No. 70-8161),
which were issued without the guarantee of EUA. Cogenex's goal
is to achieve its future financings on a stand-alone basis
whenever practicable.
4. Insulation of the EUA System Operating Companies. EUA
and Cogenex will not seek recovery through higher rates at EUA's
electric utility subsidiaries, Blackstone Valley Electric
Company, Eastern Edison Company, Montaup Electric Company and
Newport Electric Corporation, to compensate EUA and Cogenex for
possible future losses at Cogenex or possible inadequate returns
on capital invested through Cogenex.
5. Lines of Business. In connection with the removal of
the 50% Restriction, Cogenex acknowledges and agrees that it and
its subsidiaries and divisions will remain in substantially the
same lines of business, engaging in demand side management and
energy management services (and the sale of related products),
consulting services and, to the extent authorized by the
Commission, cogeneration activities.
6. Furtherance of Public Interest and National Policies.
The management of EUA and of Cogenex believe that elimination of
the 50% Restriction is both appropriate and in the public
interest. By lifting the 50% restriction, Cogenex and other
registered holding company system subsidiaries that conduct
demand side management and energy management services ("DSM/EMS")
will be more competitive in the marketplace and better positioned
to develop and expand the implementation of alternatives to
supply side energy production. DSM/EMS provides timely,
inexpensive and accessible means to implement U.S. policies and
to enhance our national reputation with respect to domestic and
global environmental responsibility. Because DSM/EMS reduces the
need for fossil fuels and, consequently, reduces fossil fuel
emissions, removing the 50% Restriction will further facilitate
compliance with the federal Clean Air Act. The management of EUA
and Cogenex also believe that because DSM/EMS furthers the
intents and purposes of the Comprehensive Energy Policy Act of
1992, removing the 50% Restriction will encourage the exportation
of U.S. technologies and energy conservation services and support
participation by U.S. companies in the development of worldwide
energy conservation measures.
EXHIBIT B-1
** Previously Filed with Confidential Treatment Requested **
Certain Preliminary Financial Forecasts of EUA Cogenex Corporation
EXHIBIT B-2
** Previously Filed with Confidential Treatment Requested **
Certain Preliminary Financial Forecasts of EUA Cogenex Corporation
