File No. 70-7287
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 21 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
(Names 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, Massachusetts 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, by Post-Effective
Amendment No. 18 dated February 2, 1995, by Post-Effective
Amendment No. 19 dated November 15, 1995 and by Post-Effective
Amendment No. 20 dated January 18, 1996 is amended as stated
below.
1. Item 1 of Post-Effective Amendment No. 20 is amended and
restated in its entirety as follows:
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 now proposes, in connection with its energy
management services, to identify water cost reduction and
conservation opportunities, to design facilities and process
modifications and/or enhancements to realize such opportunities
and, to the extent that such services were not previously
authorized, to design new and retrofit heating, ventilating and
air conditioning, electrical and power systems, motors, pumps,
lighting, water and plumbing systems and related structures to
realize energy and water efficiency. The SEC has authorized
several other energy management companies to engage in water and
other resource cost reduction activities as part of their ongoing
businesses.(Footnote 1) Cogenex hereby requests that the Commission
expand the energy management and related services which Cogenex
is authorized to furnish (to the extent that such services were
not previously authorized) to include water and plumbing systems
and related structures to realize energy and other resource
efficiency.
C. No Ownership Interests in EWGs or FUCOs. With the
exception, by virtue of EUA BIOTEN, Inc.'s partnership interest
in BIOTEN Partnership (see, HCAR No. 35-26314 dated June 21,
1995, File No. 70-8617), of EUA Energy Investment Corporation's
indirect ownership interest in a commercial prototype plant
(which will either be an EWG as defined in Section 32 of the Act
or a Qualified Facility within the meaning of the Public Utility
Regulatory Policies Act of 1978, as amended), no EUA System
company has acquired an ownership interest in any EWG or FUCO, 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. No EUA System company
will acquire any such interest or right without first obtaining
any necessary Commission authorization. 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.
2. 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 of the Applicants
expected to be paid or incurred, directly or indirectly, in
connection with the transaction described above are estimated as
follows:
Legal Fees $7,500
Miscellaneous $ 500
TOTAL $8,000
(Footnote 1)
Northeast Utilities, HCAR No. 35-25900 (September 30, 1993);
Southern Co., HCAR No. 35-26221 (January 25, 1995) (energy
management services to be provided include "(a) the
identification of energy and other resource (water, labor,
maintenance, materials) cost reduction opportunities; (b)
design of facility and process modifications and/or
enhancements to realize such opportunities; (c) design of
new and retrofit heating, ventilating and air conditioning,
electrical and power systems, motors, pumps, lighting, water
and plumbing systems and related structures to realize
energy and other resource efficiency . . .")
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: July 24, 1996
