File No. 70-9461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1 DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EASTERN UTILITIES ASSOCIATES
One Liberty Square
P.O. Box 2333
Boston, MA 02107
(Name of company filing this statement and
address of principal executive offices)
Clifford J. Hebert, Jr.
Treasurer
Eastern Utilities Associates
One Liberty Square
P.O. Box 2333
Boston, MA 02107
Arthur I. Anderson, P.C.
McDermott, Will & Emery
28 State Street
Boston, MA 02109-1775
(Names and addresses of agents for service)
Eastern Utilities Associates (the "Association"), a Massachusetts voluntary
association and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), hereby files this Amendment No. 1
to Form U-1 Declaration (the "Declaration") for the purpose of obtaining
approval to solicit the proxies of the holders of Common Shares of the
Association.
Item 1. Description of Proposed Transaction.
Item 1 is amended by adding the following paragraph D:
D. No Ownership Interests in EWGs or FUCOs
Neither the Association nor any subsidiary thereof has acquired an ownership
interest in any exempt wholesale generator ("EWG") or foreign utility company
("FUCO"), or now is or as a consequence of the solicitation of proxies in
connection with the Merger will become a party to or has or will as a
consequence of such solicitation have any right under a service, sales or
construction contract with an EWG or FUCO, except in accordance with the
provisions of the Act. The Association, for itself and its subsidiaries, will
not acquire any such interest or right without first obtaining any necessary
authority from the Securities and Exchange Commission.
Item 2. Exhibits and Financial Statements
Item 6 is amended by adding Exhibit F:
(a) Exhibits.
Exhibit F Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned company has duly caused this statement to be duly signed on its
behalf by the undersigned thereunto duly authorized.
EASTERN UTILITIES ASSOCIATES
By /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Date: April 15, 1999
April 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-9461
Eastern Utilities Associates/Solicitation of Proxies
Ladies and Gentlemen:
As counsel for Eastern Utilities Associates ("EUA"), we are furnishing
this opinion to be used in connection with the filing of the declaration on
Form U-1 under the Public Utility Holding Company Act of 1935, as amended (the
"Declaration"), filed by EUA with the Securities and Exchange Commission (the
"SEC"), on March 2, 1999 (File No. 70-9461). In the Declaration, EUA requests
authorization to solicit proxies (the "Proposed Transaction") pertaining to the
proposed merger between EUA and Research Drive LLC, a Massachusetts limited
liability company and a wholly owned direct and indirect merger subsidiary of
New England Electric System, as further described in the Declaration.
It is our opinion, subject to the additional assumptions, exceptions
and qualifications hereinafter stated, that in the event the Proposed
Transaction is consummated in accordance with the Declaration:
(a) All state laws applicable to the Proposed Transaction will have been
complied with by EUA,
(b) EUA is a validly organized and duly existing voluntary association
organized under the laws of the Commonwealth of Massachusetts,
(c) EUA will legally solicit proxies under the terms of the EUA's Declaration
of Trust, as amended; and
(d) The consummation of the Proposed Transaction will not violate the legal
rights of the holders of any of the securities of EUA, Eastern Edison Company
("Eastern"), Montaup Electric Company ("Montaup"), Blackstone Valley Electric
Company ("Blackstone") or Newport Electric Corporation ("Newport"), or of any
of EUA Cogenex Corporation ("Cogenex"), EUA Ocean State Corporation ("Ocean
State"), EUA Services Corporation ("ESC"), EUA Energy Investment Corporation
("EUA Energy"), EUA Telecommunication s 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"), 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 Transaction 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; and
(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, 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 of any of
the above listed corporations limiting any of the Proposed Transaction.
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
Transaction on the legal rights of the holders of any of the securities of any
associate companies of EUA, 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
