File No. 70-8609
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
POST EFFECTIVE AMENDMENT #1 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 (ACT)
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
TRANSCAPACITY LIMITED PARTNERSHIP
83 Pine Street, Suite 101,
West Peabody, Massachusetts 01961
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. Description of Proposed Transaction
Item 1 is amended by adding the following:
Background
By an order dated June 15, 1995, SEC Release No. 35-26308, EUA and
its direct subsidiaries, Blackstone Valley Electric Company, Eastern
Edison Company, EUA Cogenex Corporation, EUA Service Corporation and
Newport Electric Corporation, and its indirect subsidiaries, Montaup
Electric Company and TransCapacity Limited Partnership (said direct and
indirect subsidiaries being hereinafter collectively referred to as the
"Subsidiaries") received authorization from the Securities and Exchange
Commission to contribute to the Plan during the period ending December 15,
1997 an additional 150,000 originally issued Common Shares, or cash to be
used to purchase the additional Common Shares on the open market for the
purpose of making such shares available to the Plan.
Proposed Transactions
EUA and the Subsidiaries, hereby request authority to contribute to
the Plan during the period ending December 15, 1999 an additional
originally issued 200,000 Common Shares or cash which can be used to
purchase the additional Common Shares on the open market for the purpose
of making such shares available to the Plan.
Item 2. Fees, Commissions and Expenses
The estimated fees, commissions, and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, by
the applicants-declarants in connection with the proposed
transactions will be supplied by amendment.
Item 4. Regulatory Approval
No state commission or Federal commission (other than the
Commission) has jurisdiction over the issue and sale of the
Additional Common Shares.
Item 5. Procedure
(c) It is requested that the Commission take action with
respect to this statement without a hearing being held and that
this statement become effective and be granted at the earliest
practicable time.
(d) 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
Commission's decision and it is believed that a 30-day waiting
period between the issuance of the Commission's order and the
date on which it is to become effective would not be appropriate.
Item 6. Exhibits and Financial Statements
(a) Exhibits (*filed herewith)
B-5 First Amendment to the 1994 Restated Plan (to be filed by
amendment).
B-6 Second Amendment to the 1994 Restated Plan (to be filed by
amendment).
B-7 Third Amendment to the 1994 Restated Plan (to be filed by
amendment).
F-1 Opinion of counsel (to be filed by amendment).
* H-1 Proposed Form of Notice.
(b) Financial Statements
Item 7. Information as to Environmental Effects
The proposed transactions do not involve a major Federal
action significantly affecting the quality of the human
environment.
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: November 10, 1997
EASTERN UTILITIES ASSOCIATES
EASTERN EDISON COMPANY
EUA COGENEX CORPORATION
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
EUA SERVICE CORPORATION
NEWPORT ELECTRIC CORPORATION
TRANSCAPACITY LIMITED PARTNERSHIP
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
(PROPOSED FORM OF NOTICE)
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - , 70 - )
Eastern Utilities Associates, a registered holding company
("EUA"), and its direct subsidiaries, Blackstone Valley Electric
Company, Eastern Edison Company, EUA Cogenex Corporation, EUA
Service Corporation and Newport Electric Corporation, and its
indirect subsidiaries, Montaup Electric Company and TransCapacity
Limited Partnership (all of the aforementioned direct and
indirect subsidiaries collectively referred to as the
"Subsidiaries") have filed an application-declaration with this
Commission pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of
the Public Utility Holding Company Act of 1935 (the "Act") and
Rule 42 promulgated thereunder.
By an order dated June 15, 1995, SEC Release No. 35-26308, EUA and
its direct subsidiaries, Blackstone Valley Electric Company, Eastern
Edison Company, EUA Cogenex Corporation, EUA Service Corporation and
Newport Electric Corporation, and its indirect subsidiaries, Montaup
Electric Company and TransCapacity Limited Partnership (said direct and
indirect subsidiaries being hereinafter collectively referred to as the
"Subsidiaries") received authorization from the Securities and Exchange
Commission to contribute to the Plan during the period ending December 15,
1997 an additional 150,000 originally issued Common Shares, or cash to be
used to purchase the additional Common Shares on the open market for the
purpose of making such shares available to the Plan.
EUA and the Subsidiaries, hereby request authority to contribute to
the Plan during the period ending December 15, 1999 an additional
originally issued 200,000 Common Shares or cash which can be used to
purchase the additional Common Shares on the open market for the purpose
of making such shares available to the Plan.
NOTICE IS FURTHER GIVEN that any interested person may, not
later than __________, 1997, request in writing that a hearing be
held on such matter, stating the nature of his interest, the
reasons for such request, and the issues of fact or law raised by
said application/declaration which he desires to controvert; or
he may request that he be notified if the Commission should order
a hearing thereon. Any such request should be addressed:
Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. A copy of such
request should be served personally or by mail upon the
applicant/declarant at the above-stated address and proof of
service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. At any time after
said date the application/declaration, as filed or as it may be
amended, may be granted and permitted to become effective as
provided in Rule 23 of the General Rules and Regulations
promulgated under the Act, or the Commission may grant exemption
from such rules as provided in Rules 20(a) and 100 thereof or
take such other action as it may deem appropriate. Persons who
request a hearing or advice as to whether a hearing is ordered
will receive any notices and orders issued in this matter,
including the date of the hearing (if ordered) and any
postponements thereof.
For the Commission, by the Division of Corporate Regulation,
pursuant to delegated authority.
Secretary
