File No. 70-8769
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 3
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.
Introduction.
(a) Pursuant to an order issued by the Securities and Exchange
Commission (the "Commission") in this proceeding on March 14, 1996 (Release
No. 35-26493), the applicant, Eastern Utilities Associates ("EUA"), a
Massachusetts business trust and a registered holding company under the
Public Utility Holding Company Act of 1935 (the "Act") was authorized to
acquire a new subsidiary, EUA Energy Services, Inc. ("Energy Services")
which has a 30% ownership interest in Duke/Louis Dreyfus Energy Services
(New England) LLC ("D/LD"), a limited liability company formed
to provide energy services to customers in Connecticut, Maine,
Massachusetts, New Hampshire, Rhode Island and Vermont (the "Territory").
The remaining interest in D/LD is owned by Duke/Louis Dreyfus LLC, a Nevada
limited liability company.
(b) D/LD's business includes buying, selling and brokering electric
power and fuel. D/LD's initial plans were to conduct its power marketing
activities in wholesale energy markets within the Territory. D/LD intends
to sell energy to wholesale and retail customers to the extent permitted
without becoming an "electric utility company" or "gas utility company"
within the meaning of the definition of such terms in Sections 2(a)(3) and
(4) of the Act. In its initial application, EUA requested that the
Commission reserve jurisdiction over possible future retail sales of
electricity and fuel, including gas, by D/LD. In an order dated May 23,
1996 (Release No. 35-26519) D/LD was authorized to participate in the pilot
programs in Massachusetts and New Hampshire retail electric markets. EUA
stated in its original application that various initiatives with respect to
competition in retail fuel markets, including gas, were also moving rapidly
and that D/LD may be in a position to pursue opportunities in the retail
fuel markets within the Territory. D/LD now has the opportunity to
participate in the retail gas markets in the Territory by virtue of the
fact that various gas utility companies are instituting, or have
instituted, programs designed to provide certain of their customers with a
choice in gas suppliers.
Programs.
(c) Gas companies in Massachusetts, Maine, New Hampshire and Rhode
Island have filed proposals, and are currently instituting programs, to
unbundle gas services. The immediate method of unbundling such services is
taking the form of contracting with commercial and industrial customers to
provide transportation services, leaving such customers free to contract
with other suppliers of gas (Boston Gas Company, Mass. D.P.U. Docket #96-
50; Essex County Gas Company, Mass. D.P.U. Docket #96-70; Fall River Gas
Company, Mass. D.P.U. Docket #96-60; Northern Utilities, Inc., Maine P.U.
Docket #95-481; EnergyNorth Natural Gas, Inc., New Hampshire P.U. Docket
#DE 95-121;)(Note 1). Most of those gas companies are offering firm
transportation services, although The Providence Gas Company (Rhode Island
P.U.C. Docket #23-44) is offering interruptible transportation services to
its customers with telemetering equipment. Although there is some movement
towards phasing in the unbundling of gas services to residential customers
in the future (Boston Gas Company; Essex County Gas Company), only Bay
State Gas Company of Massachusetts is promising to file this year a
proposal for a residential unbundling pilot program.
(d) EUA hereby requests that the Commission authorize D/LD to buy,
sell and broker gas to the customers participating in the proposed and
instituted gas transportation programs described above and any similar
programs that are subsequently authorized in New England. EUA believes
that the same reasons that the Commission used in its decision regarding
electric retail activity by D/LD apply to gas retail activity. The
proposed activity by D/LD is necessary or appropriate in the public
interest or for the protection of investors or consumers and not
detrimental to the proper functioning of the integrated system of EUA
because (a) such activity will be in New England and (b) such activity may
promote greater competition and thus further the public interest.
(e) As required by rule 54, all applicable conditions contained in
rule 53(a) are, and assuming the consummation of the proposed transactions,
will be, satisfied and none of the conditions contained in rule 53(b) exist
or will exist as a result of the proposed transactions, making rule 53(c)
inapplicable.
ITEM 2. FEES, COMMISSIONS, AND EXPENSES.
The fees, Commissions and expenses of the Applicant expected to be
paid or incurred, directly or indirectly, in connection with the
transactions described will be filed by amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
The sections of the Act and rules or exemptions thereunder that the
Applicant believes are or may be applicable to the transactions proposed
are set forth below:
Sale, purchase and/or brokering gas Sections 9(a)(1); 10 and 11
by D/LD
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any
Section of the Act or rules thereunder, other than those specifically
referred to above, request for such authorization, approval or exemption is
hereby made.
ITEM 4. REGULATORY APPROVALS.
No state Commission and no Federal 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, the Applicant requests that the
Commission issue its order hereon on the earliest practical 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
thirty (30) day waiting period between the issuance of the order of the
Commission and the day on which the order is to become effective would not
be appropriate.
(c) In lieu of any other certificates pursuant to Rule 24 previously
prescribed by the Commission, Energy Services will file certificates with
the Commission pursuant to Rule 24 within 60 days after the end of each
calendar quarter to report transactions authorized under the Act in this
proceeding, and setting forth;
(1) a balance sheet as of the end of such quarter, and
statements of income and expense and cash flow for such quarter and
the twelve-months concluding as of the end of such quarter, for D/LD;
(2) a statement for such quarter of the amount of revenues of
D/LD attributable to (i) buying, selling and brokering electric power,
(ii) buying, selling and brokering fuel, and (iii) engineering,
consulting, leasing and maintenance services (each stated separately);
(3) a statement for such quarter for D/LD of the Kilowatt hours
marketed or sold as retail;
(4) a statement as to whether the D/LD has engaged in any
derivative transactions during the quarter; and
(5) a description of the types and dollar amounts of services
provided by EUA affiliates to Energy Services or D/LD during the
period, identifying the type of service good or construction contract,
the parties involved, and, if such transactions are not in compliance
with Rules 90 and 91 under the Act, the basis for the pricing of such
transactions.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS (* To be filed by amendment)
(a) Exhibits.
*F Opinion of Counsel.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
The transactions described in Item 1. do not involve major federal
actions 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.
(Note 1) Connecticut long-distance carriers will be offering similar
proposals.
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 individuals.
EASTERN UTILITIES ASSOCIATES
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Dated July 3, 1996
