SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM U-1
DECLARATION
WITH RESPECT TO CERTAIN FINANCINGS UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EASTERN UTILITIES ASSOCIATES
BLACKSTONE VALLEY ELECTRIC COMPANY
MONTAUP ELECTRIC COMPANY
NEWPORT ELECTRIC CORPORATION
P.O. Box 2333, Boston, Massachusetts 02107
EASTERN EDISON COMPANY
110 Mulberry Street, Brockton, Massachusetts 02403
(Names of companies filing this statement
and addresses of their principal executive offices)
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
This Post-Effective Amendment No.2 amends and supplements the Declarants'
Post-Effective Amendment No. 1 dated January 30, 1998 to the Declaration
filed with the Commission on November 8, 1996, as subsequently amended by
Amendment No. 1 dated December 3, 1996, Amendment No. 2 dated January 29,
1997, Amendment No. 3 dated March 27, 1997, Amendment No. 4 dated April 3,
1997 and Amendment No. 5 dated April 14, 1997, as follows:.
Item 2 is amended and restated in its entirety to read as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The Declarants estimate that the fees, commissions and expenses
expected to be paid or incurred, directly or indirectly, in connection with
the proposed transactions are $7,500 of legal fees.
2. ITEM 6 is hereby amended and restated in its entirety to read as follows:
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits
Exhibit A-1 Form of Restated and Amended Articles of Organization of
Eastern Edison (filed as Exhibit B-1 to Form U5S of EUA for the year ending
December 31, 1993).
Exhibit A-2 By-laws of Eastern Edison, as amended (Exhibit 3-2, Form 10-K
for 1980, File No. 0 8480).
Exhibit A-3 Indenture of First Mortgage and Deed of Trust of Eastern
Edison dated as of September 1, 1948 (Exhibit 4-1, Registration No. 2 77468).
Exhibit A-4 First Supplemental Indenture dated as of February 1, 1953 of
Eastern Edison (Exhibit A, File No. 70-3015).
Exhibit A-5 Second Supplemental Indenture dated as of May 1, 1954 of
Eastern Edison (Exhibit A-3, File No. 70-3371).
Exhibit A-6 Third Supplemental Indenture dated as of June 1, 1955 of
Eastern Edison (Exhibit C to Certificate of Notification, File No. 70 3371).
Exhibit A-7 Fourth Supplemental Indenture dated as of September 1, 1957
of Eastern Edison (Exhibit D to Certificate of Notification, File No. 70-
3619).
Exhibit A-8 Fifth Supplemental Indenture dated as of April 1, 1959 of
Eastern Edison (Exhibit D to Certificate of Notification, File No. 70 3798).
Exhibit A-9 Sixth Supplemental Indenture dated as of October 1, 1963 of
Eastern Edison (Exhibit F to Certificate of Notification, File No. 70 4164).
Exhibit A-10 Seventh Supplemental Indenture dated as of June 1, 1969 of
Eastern Edison (Exhibit D, File No. 70-4748).
Exhibit A-11 Eighth Supplemental Indenture dated as of July 1, 1972 of
Eastern Edison (Exhibit C, File No. 70-5195).
Exhibit A-12 Ninth Supplemental Indenture dated as of September 1, 1973 of
Eastern Edison (Exhibit C to Certificate of Notification, File No. 79-5379).
Exhibit A-13 Tenth Supplemental Indenture dated as of October 1, 1975 of
Eastern Edison (Exhibit C to Certificate of Notification, File No. 70 5719).
Exhibit A-14 Eleventh Supplemental Indenture dated as of January 1, 1979
of Eastern Edison (Exhibit 5 24, File No. 2-65785).
Exhibit A-15 Twelfth Supplemental Indenture dated as of October 1, 1980 of
Eastern Edison (Exhibit F to Certificate of Notification, File No. 70 6463).
Exhibit A-16 Thirteenth Supplemental Indenture dated as of July 1, 1981 of
Eastern Edison (Exhibit C to Certificate of Notification, File No. 70 6608).
Exhibit A-17 Fourteenth Supplemental Indenture dated as of June 1, 1982 of
Eastern Edison (Exhibit 4-15 Registration No. 2-77468).
Exhibit A-18 Fifteenth Supplemental Indenture dated as of May 1, 1983 of
Eastern Edison (Exhibit F to Certificate of Notification, File No. 70 6851).
Exhibit A-19 Sixteenth Supplemental Indenture dated as of September 1,
1984 of Eastern Edison (Exhibit 4-31, Form 10-K of Eastern Utilities
Associates for 1985, File No. 1-5366).
Exhibit A-20 Seventeenth Supplemental Indenture dated as of July 1, 1986
of Eastern Edison (Exhibit F to Certificate of Notification, File No. 70
7254).
Exhibit A-21 Eighteenth Supplemental Indenture dated as of November 1,
1987 of Eastern Edison (Exhibit C to Certificate of Notification, File No.
70 7373).
Exhibit A-22 Nineteenth Supplemental Indenture dated as of November 1,
1987 of Eastern Edison (Exhibit C to Certificate of Notification, File No.
70 7373).
Exhibit A-23 Twentieth Supplemental Indenture of Eastern Edison dated as
of May 1, 1988 of Edison (Exhibit C to Certificate of Notification, File No.
70 7373).
Exhibit A-24 Twenty-First Supplemental Indenture dated as of September 1,
1988 of Eastern Edison (Exhibit F to Certificate of Notification, File No.
70 7511).
Exhibit A-25 Twenty-Second Supplemental Indenture dated as of December 1,
1990 of Eastern Edison (Exhibit 4-34 Form 10-K of Eastern Edison for 1990
File No. 0-8480).
Exhibit A-26 Twenty-Third Supplemental Indenture dated as of July 1, 1992
of Eastern Edison (Exhibit 4-24 to Form 10-K of Eastern Edison for the year
ended December 31, 1992, File No. 0-8480).
Exhibit A-27 Twenty-Fourth Supplemental Indenture dated as of May 1, 1993
of Eastern Edison (Exhibit C-33 to Form U5S of EUA for the year ended
December 31, 1993)
Exhibit A-28 Twenty-Fifth Supplemental Indenture dated as of July 1, 1993
of Eastern Edison (Exhibit C-34 to Form U5S of EUA for the year ended
December 31, 1993).
Exhibit A-29 Twenty-Sixth Supplemental Indenture dated as of September 1,
1993 of Eastern Edison (Exhibit C-35 to Form U5S of EUA for the year ended
December 31, 1993).
Exhibit A-30 Twenty-Seventh Supplemental Indenture dated as of January 1,
1998 of Eastern Edison (to be filed by amendment).
Exhibit A-31 Indenture dated as of December 1, 1990 of Eastern Edison with
Citibank, N.A., as Trustee (Exhibit 4-35 to Eastern Edison's Form 10-K for
the year ended December 31, 1990, File No. 0-8480).
Exhibit A-32 Form of 8% Debenture Bonds Due 2000 of Montaup (Exhibit 4-10,
Registration No. 2-41488).
Exhibit A-33 Form of 8-1/4% Debenture Bonds due 2003 of Montaup (Exhibit
B-3, Form U5S of EUA for year 1973).
Exhibit A-34 Form of 14% Debenture Bonds due 2005 of Montaup (Exhibit 4-
11, Registration No. 2-55990).
Exhibit A-35 Form of 10% Debenture Bonds due 2008 of Montaup (Exhibit 5-3,
Registration No. 2-65785).
Exhibit A-36 Form of 16-1/2% Debenture Bonds due 2010 of Montaup (Exhibit
4-11, Form 10-K of EUA for 1980, File No. 1-5366).
Exhibit A-37 Form of 12-3/8% Debenture Bonds due 2013 of Montaup (Exhibit
4-13, Form 10-K of EUA for 1983, File No. 1-5366).
Exhibit A-38 Form of 10-1/8% Debentures due 2008 of Montaup (Exhibit 4,
Form 10-Q of Eastern Edison for quarter ended September 30, 1983, File No.
0-8480).
Exhibit A-39 Form of 9% Debenture Bonds due 2020 of Montaup (Exhibit 4-10,
Form 10-K of Eastern Edison for the year ended December 31, 1990, File No. 0-
8480).
Exhibit A-40 Form of 9-3/8% Debenture Bonds due 2020 of Montaup (Exhibit
4-11 to Form 10-K of Eastern Edison for the year ended December 31, 1990,
File No. 0-8480).
Exhibit F-1 Opinion of counsel (previously filed with amendment No. 3,
filed March 27, 1997, File No. 70-8955).
Exhibit F-2 Opinion of counsel (filed herewith).
Exhibit H-1 Proposed Form of Notice (filed December 6, 1996, HCAR. No.
35-26618, File No. 70-8955).
Exhibit H-2 Proposed Form of Notice (filed January 30, 1998, File No 70-
8955).
Financial Statements.*
b-1 Consolidated financial statements of EUA filed on Form 10-Q for the
calendar quarter ended September 30, 1997 (File No. 1-5366).
b-2 Consolidated financial statements of Eastern Edison filed on
Form 10-Q for the calendar quarter ended September 30, 1997 (File No.
0-8480).
b-3 Financial statements of Blackstone filed on Form 10-Q for the
calendar quarter ended September 30, 1997 (File No. 0-2602).
* The most recent financial statements of Newport that are filed with the
Commission are included in EUA's Annual Report on Form U5S for the year
ended December 31, 1996.
SIGNATURES
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,
BLACKSTONE VALLEY ELECTRIC COMPANY,
EASTERN EDISON COMPANY,
MONTAUP ELECTRIC COMPANY, and
NEWPORT ELECTRIC CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Their Treasurer
DATED: March 19, 1998
March 19, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8955
Eastern Utilities Associates et al. / Declaration With Respect To
Short-Term Borrowings to Supplement Revolving Credit Facility
Ladies and Gentlemen:
As counsel for Eastern Utilities Associates ("EUA"), Blackstone
Valley Electric Company ("Blackstone"), Eastern Edison Company ("Eastern"),
Montaup Electric Company ("Montaup"), Newport Electric Corporation
("Newport"), EUA Cogenex Corporation ("Cogenex"), EUA Ocean State Corporation
("Ocean State") and EUA Service Corporation ("ESC"), we are furnishing this
opinion to be used in connection with the filing of Post-Effective Amendments
Nos. 1 and 2 to the declaration on Form U-1 under the Public Utility Holding
Company Act of 1935, as amended (the "Declaration"), filed by EUA,
Blackstone, Eastern, Montaup and Newport (collectively, the "Declarants")
with the Securities and Exchange Commission (the "SEC"), on January 30, 1998
and Marc h 19, 1998, respectively (File No. 70-8955). In the Declaration,
the Declarants request authorization, for themselves and for other EUA System
companies, to make short-term borrowings through the issuance and sale of
short-term notes to commercial banks and other lending institutions
(collectively, "Notes"), all upon the terms and conditions described in the
Declaration, to supplement the five-year revolving credit facility previously
authorized by the Commission's order dated April 15, 1997 (H CAR No. 35-
26704). The issuance and sale of the Notes upon the terms and conditions set
forth in the Declaration are hereinafter referred to as the "Proposed
Transactions."
It is our opinion, subject to the additional assumptions, exceptions
and qualifications hereinafter stated, that in the event the Proposed
Transactions are consummated in accordance with the Declaration:
(a) All state laws applicable to the Proposed Transactions will
have been complied with by EUA, Blackstone, Eastern, Montaup
and Newport.
(b) Each of EUA, Eastern and Montaup, being a potential issuer of
Notes to evidence bank borrowings in accordance with the
Declaration, is a validly organized and duly existing
corporation organized under the laws of the Commonwealth of
Massachusetts and any Note issued by EUA, Eastern or Montaup
will be the valid and binding obligation of such corporation
in accordance with the terms of such Note.
(c) Each of Blackstone and Newport, being a potential issuer of
Notes to evidence bank borrowings in accordance with the
Declaration, is a validly organized and duly existing
corporation organized under the laws of the State of Rhode
Island and any Note issued by Blackstone or Newport will be
the valid and binding obligation of such corporation in
accordance with the terms of such Note.
(d) The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any of the
securities of EUA, Eastern, Montaup, Blackstone or Newport,
or of any of Cogenex, Ocean State, ESC, EUA Energy Investment
Corporation ("EUA Energy"), EUA Telecommunications
Corporation ("EUA Telecommunications"), Northeast Energy
Management, Inc. ("NEM"), EUA Citizens Conservation
Services, Inc. ("CCS"), EUA Cogenex-West Corporation
("Cogenex-West"), EUA Cogenex-Canada Inc . ("Cogenex-
Canada") (each of NEM, CCS, Cogenex-West and Cogenex-Canada
being an associate or subsidiary company of Cogenex), EUA
Energy Services, Inc. ("Energy Services"), Duke/Louis
Dreyfus Energy Services (New England) L.L.C. ("D/LDNE")
(D/LDNE being an associate company of Energy Services), EUA
TransCapacity, Inc. ("TransCapacity"), EUA BIOTEN, Inc.
("BIOTEN"), EUA Compression Services, Inc. ("EUACS")
(TransCapacity, BIOTEN and EUACS being associate companies of
EUA Energy), Ocean State Power ("OSP I"), Ocean State Power
II ("OSP II") (OSP I and OSP II being Rhode Island general
partnerships) or OSP Finance Company ("OSP Finance").
This opinion, in addition to being subject to the consummation of the
Proposed Transactions in accordance with the Declaration, is also subject to
the following additional assumptions, exceptions and qualifications:
(1) compliance with such order or orders as the SEC may issue
from time to time upon the Declaration;
(2) the accuracy of information furnished to us (a) as to the
outstanding securities of EUA, Eastern, Montaup, Blackstone
and Newport, or of Cogenex, Ocean State, ESC, EUA Energy, EUA
Telecommunications, NEM, CCS, Cogenex-West, Cogenex-Canada,
Energy Services, D/LDNE, TransCapacity, BIOTEN, EUACS, OSP I,
OSP II, and OSP Finance, and (b) that there is no provision
or condition in any Note or other document in connection with
outstanding short-term borrowings or any of the above listed
corporations limiting any of the Proposed Transactions;
(3) that the enforceability of the Notes may be subject to and
affected by applicable bankruptcy, receivership, insolvency,
reorganization, moratorium, fraudulent conveyance or other
laws affecting the enforcement of the rights and remedies of
creditors generally (including, without limitation, such as
may deny giving effect to waivers of rights to debtors or
guarantors); and such duties and standards as are or may be
imposed on creditors, including, without limitation, good
faith, reasonableness and fair dealing under any applicable
statute, rule, regulation or judicial decision; and
(4) that the enforceability of the Notes may be subject to and
affected by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and the exercise of equitable powers by a
court of competent jurisdiction (and no opinion is given
herein as to specific performance or as to the availability
of other equitable remedies or equitable relief of any kind).
This opinion relates only to federal law and the laws of the
Commonwealth of Massachusetts, and we express no opinion with respect to any
other jurisdiction. To the extent that certain matters addressed may involve
the laws of other states, we have assumed that such laws are not materially
different from the laws of the Commonwealth of Massachusetts. We express no
opinion with respect to the effect of the consummation of the Proposed
Transactions on the legal rights of the holders of any of the securities of
any associate companies of EUA, Blackstone, Eastern, Montaup, Newport, Ocean
State, ESC or Cogenex, other than those associate companies expressly set
forth herein.
We consent to the use of this opinion in connection with the
Declaration.
Very truly yours,
McDermott, Will & Emery
