File No. 70-8769
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER ONE TO
FORM U-1
APPLICATION-DECLARATION WITH RESPECT TO
THE ACQUISITION OF A SUBSIDIARY IN CONNECTION WITH
THE PROVISION OF POWER MARKETING AND OTHER SERVICES
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EASTERN UTILITIES ASSOCIATES
P.O. Box 2333, Boston, Massachusetts 02107
(Name of company 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
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION.
The first paragraph under I. OVERVIEW OF APPLICATION/DECLARATION under
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION is amended to read as
follows:
"Eastern Utilities Associates ("EUA"), a Massachusetts business trust
and a registered holding company under the Public Utility Holding Company
Act of 1935 ("Act") is filing this application-declaration with the
Securities and Exchange Commission ("Commission"). The Applicant seeks
Commission approval through the period ending December 31, 2000 (i) to
acquire for a purchase price of One Thousand Dollars ($1,000) 100 shares of
common stock, $.01 par value, ("Shares") of EUA Energy Services, Inc., a
Massachusetts corporation ("Energy Services") which has a 30% ownership
interest in Duke/Louis Dreyfus (New England) LLC, a Delaware limited
liability company (the "LLC"); and (ii) to the extent not exempted from
prior Commission authorization to make capital contributions, open account
advances and/or short term loans bearing interest at EUA's effective cost of
borrowing to, and purchase additional capital stock from Energy Services
("Investments") in an aggregate amount not to exceed $3,000,000, plus
provide further credit support for Energy Services or the LLC in forms
including, but not limited to, guarantees and other forms of credit support
in an aggregate amount with Investments not to exceed $15,000,000. EUA does
not currently have an ownership interest in Energy Services. EUA also
requests authorization for Energy Services from time to time to the extent
not exempted from prior Commission authorization through the period ending
December 31, 2000 (i) to issue securities to EUA in connection with the
Investments and (ii) to make investments in and provide credit support to
the LLC without limitation upon such terms as it deems appropriate on the
basis of the market conditions that exist when such investments are made or
credit support is furnished. EUA also requests authorization through the
period ending December 31, 2000 for the LLC to issue securities to Energy
Services to the extent that such issuances are not exempted from prior
Commission authorization."
The fifth paragraph under II. The LLC under ITEM 1. DESCRIPTION OF THE
PROPOSED TRANSACTIONS is amended to read as follows:
"The LLC may provide goods or services to the utility company
subsidiaries of EUA: Montaup Electric Company, Blackstone Valley Electric
Company, Eastern Edison Company, and Newport Electric Corporation
(collectively, the "Utility Subsidiaries") as well as the other associate
companies in the EUA system. The LLC will not provide any goods or services
to EUA Service Corporation or the Utility Subsidiaries other than on a basis
consistent with the Commission's regulations governing the provisions of
such goods and service or on such other terms as the Commission may
hereafter authorize by order. EUA hereby requests that the Commission grant
an exception from those regulations with respect to the provision of such
goods and services to EUA Service Corporation or the Utility Subsidiaries
and that the Commission reserve jurisdiction over that request pending
completion of the record with respect to that request. The LLC, on the one
hand, and the associate companies in the EUA system (other than the Utility
Subsidiaries and EUA Service Corporation) on the other, may provide services
to each other at market prices or on terms no less favorable to the LLC or
the associate company than if the transaction had
been entered into with an independent third party."
The third and sixth paragraphs under V. ADDITIONAL REQUESTS FOR
AUTHORIZATION under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS is amended
to read as follows:
"EUA proposes and hereby requests authorization to borrow funds through
the period ending December 31, 2000 through the issuance and sale of short-
term notes to banks ("Notes") in aggregate amounts outstanding at any one
time not to exceed $15 million. The Notes will be issued to banks and
renewed from time to time as funds are required prior to December 31, 2000
provided no Notes will mature after September 30, 2001.
EUA requests authorization for the LLC, on the one hand, and the
associate companies in the EUA system (other than the Utility Subsidiaries
and EUA Service Corporation), on the other, to provide goods or services to
each other at market prices or on terms no less favorable to the LLC or the
associate company than if the transaction had been entered into with an
independent third party pursuant to an exception from the requirements of
Section 13(b) and Rules 90 and 91 thereunder and also requests that the
Commission reserve jurisdiction over authorization of the LLC, on the one
hand, and EUA Service Corporation and the Utility Subsidiaries, on the other
to provide goods or services to each other pursuant to an exception from the
requirements to Section 13(b) and Rules 90 and 91 thereunder pending
completion of the record."
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned Applicants have duly caused this statement to be
signed on their behalf by the undersigned duly authorized individual.
EASTERN UTILITIES ASSOCIATES
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Dated January 26, 1996
