SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION/DECLARATION WITH
RESPECT TO AMENDMENT
TO DECLARATION OF TRUST
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EASTERN UTILITIES ASSOCIATES ("EUA")
P.O. Box 2333, Boston, Massachusetts 02107
(Names of company or 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
ITEM 1. Description of Proposed Transactions.
A. Trust Amendments.
Eastern Utilities Associates ("EUA"), a registered public utility
holding company, files this Application/Declaration pursuant to Sections
6(a)(2), 7 and 12(e) of the Public Utility Holding Company Act of 1935 and
Rules 62 and 65 thereunder ( the "Application/Declaration"). EUA requests
authority through December 31, 1998 to amend its Declaration of Trust dated
April 2, 1928, as amended (the "Declaration of Trust") to delete provisions
therein requiring approval by the holders of at least two-thirds of EUA's
outstanding Common Shares prior to a sale of shares of the capital stock of a
majority owned subsidiary of EUA if such sale would result in the loss of
voting control of such a subsidiary of EUA (the "Trust Amendments").
The principal purpose of the Trust Amendments is to provide EUA's
Trustees increased flexibility to respond expeditiously to opportunities that
may arise regarding the possible sale of a subsidiary of EUA.
Although management of EUA may from time to time evaluate the possible
sale of one or more of EUA's subsidiaries, there are no active negotiations
with any potential purchasers. On May 7, 1998, EUA announced that it had
ceased discussions regarding the possible sale of its EUA Cogenex Corporation
("Cogenex") subsidiary primarily because the parties were unable to agree on
terms consistent with management's objective of maximizing shareholder value.
There are currently no discussions or negotiations with any potential purchaser
of Cogenex, but if the Trust Amendments are approved by the shareholders, a
sale of Cogenex, as well as of other subsidiaries, could be completed without
shareholder approval. The Trustees believe that removing the requirement for
such approval will enhance EUA's ability to consummate such sales and possibly
enhance the value to EUA and its shareholders realized from such transactions.
For all of theses reasons, EUA requests authority to amend its
Declaration of Trust as described above.
B. Special Meeting.
EUA proposes to a submit to its shareholders at a special meeting of
shareholders, to be held on or about July 20, 1998, a proposal to approve the
Trust Amendments. EUA intends to solicit proxies from its shareholder to
approve the Trust Amendments. The Trust Amendments must be authorized by the
vote of a two-thirds majority of the holders of EUA's outstanding Common Shares
entitled to vote at the special meeting. Attached hereto as Exhibit I are
forms of letters of solicitation proposed to be used and forms of all other
documents proposed to be transmitted with such letters of solicitation.
C. Proxy Solicitation.
EUA requests that its Application/Declaration with respect to the
solicitation of proxies for voting and expenditures of money and other
considerations in connection therewith be permitted to become effective
forthwith as provided in Rule 62( d). Proxies will be solicited by mail and
may be solicited by officers, trustees and regular employees of EUA and EUA
Service Corporation personally, by telephone or facsimile. Corporate Investor
Communications, Inc. has been retained by EUA to assist in the solicitation of
proxies at a cost of $4,800 plus reimbursement of reasonable out-of-pocket
expenses. EUA will also reimburse persons holding stock in their names or the
names of their nominees for their expenses in sending solicitation materials to
their principals. The cost of the solicitation and special meeting is not
expected to exceed $42,000.
Except as described herein, no associate company or affiliate of EUA or
any affiliate of any such associate company has any material interest, directly
or indirectly, in the proposed transaction.
ITEM 2. FEES, COMMISSION AND EXPENSES
The following estimated fees and expenses are expected to be incurred
by EUA in connection with the proposed proxy solicitation and special meeting:
Transfer Agent Fee and
Expenses for Shareholders' Meeting $15,000
Proxy Solicitation $ 4,800
Printing $ 4,000
Broker Mailings $ 1,800
Legal Fees $15,000
Miscellaneous $ 1,400
TOTAL $42,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
The applicant is informed by counsel that the proposed transactions, in
whole or in part, may be subject to Sections 6(a) (2), 7 and 12(e) of the
Public Utility Holding Company Act of 1935 and Rules 62 and 65 thereunder.
ITEM 4. REGULATORY APPROVALS.
No consent or approval of any state commission or any federal commission
other than the Commission is necessary for the transactions which are the
subject of this Application/Declaration.
ITEM 5. PROCEDURE.
(a) In order to enable EUA to promptly distribute solicitation
materials for proxies, EUA hereby requests that this
Application/ Declaration be granted and made effective at the
earliest convenient 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.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(* To be filed by amendment.)
(a) Exhibits.
* Exhibit A-1 Form of Declaration of Trust, as
amended
Exhibit A-2 Form of Amendment to Declaration of
Trust
* Exhibit F Opinion of Counsel
Exhibit H Proposed Form of Notice
* Exhibit I Form of Notice of Special Meeting,
Proxy Statement and Proxy
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.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, EUA has duly caused this statement to be signed on its behalf by the
undersigned duly authorized individual.
EASTERN UTILITIES ASSOCIATES,
By:/s/Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Dated: May 22, 1998
EUA is a "Massachusetts trust" formed under Massachusetts General Laws Chapter
182. None of the provisions of Chapter 182 require the type of shareholder
vote which the Trusts Amendments eliminate. Similarly, Massachusetts General
Laws Chapter 15 6B, which governs most business corporations organized in
Massachusetts, does not require this type of shareholder vote. Chapter 156B
does require a two-thirds shareholder vote in connection with a corporation's
sale of all or substantially all of its assets (Section 75) and a merger
(Section 78) and a majority vote in connection with a dissolution. Similarly,
Article 28 of EUA's Declaration of Trust, as amended, will continue to require
a two-thirds shareholder vote for a dissolution and liquidation of assets or a
merger. It should also be noted that Section 312.00 of the New York Stock
Exchange Company Manual Rules relating to transactions which require
shareholder approval does not require shareholder approval for the sale of a
subsidiary. Section 204.15 of those rules only requires that prompt notice of
such a sale be given to the exchange if it materially affects the financial
position of the company.
Exhibit H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- : )
Eastern Utilities Associates
Notice of Proposed Amendments to Declaration of Trust;
Order Authorizing Solicitation of Proxies
Eastern Utilities Associates ("EUA"), a registered public utility holding
company, files this Application/Declaration pursuant to Sections 6(a)(2), 7 and
12(e) of the Public Utility Holding Company Act of 1935 and Rules 62 and 65
thereunder (the "Application/Declaration"). EUA requests authority through
December 31, 1998 to amend its Declaration of Trust dated April 2, 1928, as
amended (the "Declaration of Trust") to delete provisions therein requiring
approval by the holders of at least two-thirds of EUA's outstanding Common
Shares prior to a sale of shares of the capital stock of a majority owned
subsidiary of EUA if such sale would result in the loss of voting control of
such a subsidiary of EUA (the "Trust Amendments").
The principal purpose of the Trust Amendments is to provide EUA's
Trustees increased flexibility to respond expeditiously to opportunities that
may arise regarding the possible sale of a subsidiary of EUA.
Although management of EUA may from time to time evaluate the possible
sale of one or more of EUA's subsidiaries, there are no active negotiations
with any potential purchasers. On May 7, 1998, EUA announced that it had
ceased discussions regarding the possible sale of its EUA Cogenex Corporation
("Cogenex") subsidiary primarily because the parties were unable to agree on
terms consistent with management's objective of maximizing shareholder value.
There are currently no discussions or negotiations with any potential purchaser
of Cogenex, but if the Trust Amendments are approved by the shareholders, a
sale of Cogenex, as well as of other subsidiaries, could be completed without
shareholder approval. The Trustees believe that removing the requirement for
such approval will enhance EUA's ability to consummate such sales and possibly
enhance the value to EUA and its shareholders realized from such transactions.
For all of theses reasons, EUA requests authority to amend its
Declaration of Trust as described above.
EUA proposes to a submit to its shareholders at a special meeting of
shareholders, to be held on or about July 20, 1998, a proposal to approve the
Trust Amendments. EUA intends to solicit proxies from its shareholder to
approve the Trust Amendments. The Trust Amendments must be authorized by the
vote of a two-thirds majority of the holders of EUA's outstanding Common Shares
entitled to vote at the special meeting. Attached hereto as Exhibit I are
forms of letters of solicitation proposed to be used and forms of all other
documents proposed to be transmitted with such letters of solicitation.
EUA requests that its Application/Declaration with respect to the
solicitation of proxies for voting and expenditures of money and other
considerations in connection therewith be permitted to become effective
forthwith as provided in Rule 62( d). Proxies will be solicited by mail and
may be solicited by officers, trustees and regular employees of EUA and EUA
Service Corporation personally, by telephone or facsimile. Corporate Investor
Communications, Inc. has been retained by EUA to assist in the solicitation of
proxies at a cost of $4,800 plus reimbursement of reasonable out-of-pocket
expenses. EUA will also reimburse persons holding stock in their names or the
names of their nominees for their expenses in sending solicitation materials to
their principals. The cost of the solicitation and special meeting is not
expected to exceed $42,000.
Except as described herein, no associate company or affiliate of EUA or
any affiliate of any such associate company has any material interest, directly
or indirectly, in the proposed transaction.
The application and any amendments thereto are available for public
inspection through the Commission's Office of Public Reference. Interested
persons wishing to comment or request a hearing should submit their views in
writing by , 1998, to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy to the applicant at the address
specified above. Proof of service (by affidavit or, in the case of an attorney
at law, by certificate) should be filed with the request. Any request for a
hearing shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in this matter.
After said date, the application, as filed or as it may be amended, may be
granted.
For the Commission, by the Division of Investment Management pursuant
to delegated authority.
