FILE No:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
MAINE YANKEE ATOMIC POWER COMPANY
329 Bath Road
Brunswick, Maine 04011
(Name of company filing this statement
and address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
NORTHEAST UTILITIES
(Name of top registered holding companies)
William M. Finn, Esq. Mr. Patrick S. Lydon
Secretary Vice President,
Maine Yankee Atomic Finance and Administration
Power Company Maine Yankee Atomic Power
83 Edison Drive Company
Augusta, Maine 04330 329 Bath Road
Brunswick, Maine 04011
(Name and addresses of agents for service)
The Commission is requested to send copies of all notices, orders
and communications in connection with this Application to:
E. Ellsworth McMeen, III, Esq.
LeBoeuf, Lamb, Greene & MacRae
125 West 55th Street
New York, New York 10019
<PAGE>
Item 1 - Description of Proposed Transaction
Scope of Application
This Application relates to the proposed acquisition of
nuclear fuel by Maine Yankee Atomic Power Company ("Maine
Yankee") with the proceeds of borrowings under its short-term
debt lines and bank revolving credit facilities. Maine Yankee is
a Maine corporation that is an indirect subsidiary of Northeast
Utilities and of New England Electric System, both of which are
registered holding companies under the Public Utility Holding
Company Act of 1935 (the "Act"). Maine Yankee operates a
pressurized water nuclear-powered electric generating plant in
Wiscasset, Maine with a net capability of approximately 860
megawatts electric (the "Plant"). By order dated May 3, 1990
(Release No. 35-25083), the Securities and Exchange Commission
(the "Commission") permitted Maine Yankee's application relating
to the acquisition of nuclear fuel with the proceeds of its
short-term debt lines and bank revolving credit facilities,
through December 31, 1994 (File No. 70-7702) to become effective.
Maine Yankee now seeks extension of that authority for the
acquisition of up to $90,000,000 of nuclear fuel during the
period beginning on January 1, 1995 and ending on December 31,
1998.
Proposed Acquisition
Maine Yankee proposes to acquire, as necessary, up to
$90,000,000 of nuclear fuel during the period beginning
January 1, 1995 through December 31, 1998 in connection with the
operation of the Plant. The nuclear fuel would be acquired
through long-term contracts and by purchases on the spot market,
in either case on terms that are commercially reasonable at the
time of such contract or spot market purchase. Maine Yankee
proposes to finance such acquisitions through its short-term debt
lines and bank revolving credit facilities, described in the
Declarations, as amended, in the Commission's File Nos. 70-8313,
70-7627 and 70-7638 and approved by the Commission in Release No.
35-25973, dated January 12, 1994, as supplemented by an
additional order dated January 25, 1994, Release No. 35-25608,
dated August 20, 1992, and Release No. 35-25727, dated December
30, 1992, respectively (the "Prior Declarations").
Item 2 - Fees, Commissions and Expenses
Maine Yankee will not incur any fees in connection with
the proposed acquisition other than as described above and legal
fees, the bank fees described in the Prior Declarations and the
filing fee in respect of this Application. A schedule of Maine
Yankee's estimated expenses is set forth in Exhibit H.
Item 3 - Applicable Statutory Provisions
Maine Yankee is an indirect subsidiary of New England
Electric System and of Northeast Utilities, each of which is a
registered holding company under the Act. The proposed
acquisition is therefore subject to the provisions of Section
9(a)(1) and Section 10 of the Act.
Item 4 - Regulatory Approval
No regulatory approval is required in connection with
the proposed transaction except by the Commission. The Nuclear
Regulatory Commission has granted Maine Yankee a special license
to own nuclear fuel (Facility Operating License No. DPR-36).
Item 5 - Procedure
Maine Yankee requests that there be no hearing on this
Application and that the Commission issue its order as soon as
practicable after the filing hereof.
Without prejudice to its right to modify the same if a
hearing should be ordered on this Application, Maine Yankee
hereby makes the following specifications required by paragraph
(b) of Item 5 of Form U-1:
1. There should not be a recommended decision by a
hearing officer or any other responsible officer
of the Commission.
2. The Division of Corporate Regulation may assist in
the preparation of the Commission's decision
and/or order.
3. There should not be a 30-day waiting period
between issuance of the Commission's order and the
date on which the order is to become effective.
It is requested that the Commission send copies of all
communications to Maine Yankee as follows:
William M. Finn, Esq. Mr. Patrick S. Lydon
Secretary Vice President,
Maine Yankee Atomic Finance and Administration
Power Company Maine Yankee Atomic
83 Edison Drive Power Company
Augusta, Maine 04330 329 Bath Road
Telephone: (207) 623-3521 Brunswick, Maine 04011
Telephone: (207) 798-4100
with a copy to:
E. Ellsworth McMeen, III, Esq.
LeBoeuf, Lamb, Greene & MacRae
125 West 55th Street
New York, New York 10019
Item 6 - Exhibits and Financial Statements
(a) Exhibits
A Not Applicable.
B Not Applicable.
C Not Applicable.
D Not Applicable.
E Not Applicable.
F Not Applicable.
G Financial Data Schedule
H Estimated expenses of Maine Yankee in connection
with the proposed transaction.
I Form of Notice
(b) Financial Statements
Maine Yankee Atomic Power Company
(1) Balance Sheet, per books and pro forma, as of June
30, 1994.
(2) Statement of Capitalization, as of June 30, 1994.
(3) Statement of Income and Statement of Retained
Earnings, per books and pro forma, for the twelve
months ended June 30, 1994.
(4) Statement of Cash Flows, per books and pro forma,
for the twelve months ended June 30, 1994.
(5) Statement of Projected Cash Flow for 1995.
(6) Statement of Sources and Uses of Funds Projected
for the years 1996-1997.
Financial statements of the top registered holding
companies, New England Electric System and Northeast Utilities,
have been omitted as not being necessary to a consideration of
this Application.
There have been no material changes, not in the
ordinary course of business, since the date of the aforesaid
balance sheet.
Item 7 - Information as to Environmental Effects
(a) The Nuclear Regulatory Commission has broad
regulatory jurisdiction under the Atomic Energy Act of 1954 as to
the operation of nuclear plants and the ownership of nuclear
fuel, particularly in regard to public health, safety and the
environment.
(b) No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, Maine Yankee has duly caused this
Application to be signed on its behalf by its undersigned officer
thereunto duly authorized.
MAINE YANKEE ATOMIC POWER COMPANY
By: /s/ Michael E. Thomas
Name: Michael E. Thomas
Title: Treasurer
Date: October 17, 1994
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> JUN-30-1994 JUN-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 247,979,000 247,979,000
<OTHER-PROPERTY-AND-INVEST> 192,114,000 192,114,000
<TOTAL-CURRENT-ASSETS> 32,189,000 32,189,000
<TOTAL-DEFERRED-CHARGES> 55,073,000 55,073,000
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 527,355,000 527,355,000
<COMMON> 50,000,000 50,000,000
<CAPITAL-SURPLUS-PAID-IN> 17,390,000 17,390,000
<RETAINED-EARNINGS> 128,000 128,000
<TOTAL-COMMON-STOCKHOLDERS-EQ> 67,518,000 67,518,000
19,200,000 19,200,000
0 0
<LONG-TERM-DEBT-NET> 101,666,000 101,666,000
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,667,000 6,667,000
600,000 600,000
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 331,704,000 331,704,000
<TOT-CAPITALIZATION-AND-LIAB> 527,355,000 527,355,000
<GROSS-OPERATING-REVENUE> 191,481,000 191,481,000
<INCOME-TAX-EXPENSE> 544,000 544,000
<OTHER-OPERATING-EXPENSES> 175,182,000 175,182,000
<TOTAL-OPERATING-EXPENSES> 175,726,000 175,726,000
<OPERATING-INCOME-LOSS> 15,755,000 15,755,000
<OTHER-INCOME-NET> 5,012,000 5,012,000
<INCOME-BEFORE-INTEREST-EXPEN> 20,767,000 20,767,000
<TOTAL-INTEREST-EXPENSE> 12,482,000 12,482,000
<NET-INCOME> 8,285,000 8,285,000
1,581,000 1,581,000
<EARNINGS-AVAILABLE-FOR-COMM> 6,704,000 6,704,000
<COMMON-STOCK-DIVIDENDS> 7,000,000 7,000,000
<TOTAL-INTEREST-ON-BONDS> 8,764,000 8,764,000
<CASH-FLOW-OPERATIONS> 50,050,000 50,050,000
<EPS-PRIMARY> 13.41 13.41
<EPS-DILUTED> 13.41 13.41
</TABLE>
EXHIBIT H
Estimated Expenses of
Maine Yankee Atomic Power Company
A. Filing Fee $2,000.00
B. Services of LeBoeuf, Lamb,
Greene & MacRae in connection
with the preparation and
filing of the Application $9,000.00 (a)
(a) Estimated. An accurate cost is not available, but is not
expected to exceed the above estimate.
EXHIBIT I
PROPOSED FORM OF NOTICE
Maine Yankee Atomic Power Company
Maine Yankee Atomic Power Company ("Maine Yankee"), 329
Bath Road, Brunswick, Maine 04011, an indirect subsidiary of New
England Electric System and Northeast Utilities, both registered
holding companies under the Public Utility Holding Company Act of
1935 (the "Act"), has filed an Application pursuant to Sections
9(a)(1) and 10 of the Act.
By orders dated January 12, 1994, as supplemented by an
additional order dated January 25, 1994 (HCAR No. 25973), August
20, 1992 (HCAR No. 25608) and December 30, 1992 (HCAR No. 25727),
Maine Yankee was authorized to enter into certain short-term debt
lines and bank revolving credit facilities (the "Credit
Facilities"). By order dated May 3, 1990 (HCAR No. 25083), Maine
Yankee was authorized to acquire up to $115 million of nuclear
fuel through December 31, 1994 in connection with the operation
of its pressurized water nuclear-powered electric generating
plant in Wiscasset, Maine with the proceeds of the Credit
Facilities. Maine Yankee now seeks extension of the
authorization to acquire up to $90 million of nuclear fuel with
the proceeds of the Credit Facilities from January 1, 1995
through December 31, 1998. The nuclear fuel would be acquired
through long-term contracts and by purchases on the spot market,
in either case on terms that are commercially reasonable at the
time of such contract or spot market purchase.
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
______________, 1994, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
Company at the address specified above to the attention of
William M. Finn, Esq., Secretary. Proof of service (by
affidavit, or in the case of any attorney at law, by certificate)
should be filed with the request. Any request for hearing shall
identify specifically the issues of fact or law that are
disputed. Any person who so requests will be notified of a
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 further amended, may be granted. For the
Commission, by the Office of Public Utility Regulation, pursuant
to delegated authority.
Maine Yankee Atomic Power Company
BALANCE SHEET
(Unaudited)
(Dollars in Thousands)
ASSETS
Pro Forma
Adjustments
Showing Effect Final
of Nuclear Pro Forma
6/30/94 Fuel Financing 6/30/94
ELECTRIC PROPERTY, at Original Cost $398,044 $ $398,044
Less: Accumulated Depreciation and
Amortization 184,546 184,546
213,498 0 213,498
Construction Work in Progress 4,595 4,595
Net Electric Property 218,093 0 218,093
NUCLEAR FUEL, at Original Cost
Nuclear Fuel in Reactor 82,833 82,833
Nuclear Fuel - Spent 363,985 363,985
Nuclear Fuel - Stock 9,376 9,376
456,194 0 456,194
Less: Accumulated Amortization 428,178 428,178
28,016 0 28,016
Nuclear Fuel in Process 1,870 1,870
Net Nuclear Fuel 29,886 0 29,886
Net Electric Property and
Nuclear Fuel 247,979 0 247,979
CURRENT ASSETS
Cash and Cash Equivalents 38 38
Restricted Cash 11 11
Accounts Receivable 15,300 15,300
Materials and Supplies, at Average Cost 12,897 12,897
Prepayments 3,943 3,943
Total Current Assets 32,189 0 32,189
DEFERRED CHARGES AND OTHER ASSETS
Trust Funds
Fuel Disposal 89,708 89,708
Plant Decommissioning 102,406 102,406
Accumulated Deferred Income Tax Assets 27,440 27,440
Regulatory Asset - DOE Decontamination
and Decommissioning Fee 20,956 20,956
Other Deferred Charges and Other Assets 6,677 6,677
Total Deferred Charges and
Other Assets 247,187 0 247,187
$527,355 $ 0 $527,355
Maine Yankee Atomic Power Company
BALANCE SHEET
(Unaudited)
(Dollars in Thousands)
STOCKHOLDERS' INVESTMENT AND LIABILITIES
Pro Forma
Adjustments
Showing Effect Final
of Nuclear Pro Forma
6/30/94 Fuel Financing 6/30/94
CAPITALIZATION
Common Stock Investment $ 67,518 $ $ 67,518
Redeemable Preferred Stock 19,200 19,200
Long-Term Debt 101,666 101,666
Total Capitalization 188,384 0 188,384
LONG-TERM FUEL DISPOSAL LIABILITY 105,317 0 105,317
NUCLEAR FUEL FINANCING NOTES - 0 -
CURRENT LIABILITIES
Notes Payable to Banks - -
Current Sinking Fund Requirements 7,267 7,267
Accounts Payable 10,837 10,837
Fuel Disposal Cost Payable 1,605 1,605
Dividends Payable 2,140 2,140
Accrued Interest and Taxes 3,942 3,942
Other Current Liabilities 2,040 2,040
Total Current Liabilities 27,831 0 27,831
COMMITMENTS AND CONTINGENCIES
RESERVES AND DEFERRED CREDITS
Plant Decommissioning Reserve 103,693 103,693
Deferred Credits
Accumulated Deferred Income Tax
Liabilities 58,883 58,883
DOE Decontamination and
Decommissioning Fee 18,349 18,349
Regulatory Liability - Income Taxes 12,115 12,115
Unamortized Investment Tax Credits 6,983 6,983
Unamortized Gains on Reacquired Debt 3,260 3,260
Other Deferred Credits 2,540 2,540
Total Reserves and
Deferred Credits 205,823 0 205,823
$527,355 $ 0 $527,355
Maine Yankee Atomic Power Company
STATEMENT OF CAPITALIZATION
(Unaudited)
(Dollars in Thousands)
June 30,
1994
COMMON STOCK INVESTMENT
Common Stock, $100 Par Value, 500,000 Shares
Authorized and Outstanding $ 50,000
Other Paid-in Capital 16,659
Capital Stock Expense (452)
Gain on Cancellation of Preferred Stock 1,112
Premiums on Preferred Stock 71
Retained Earnings 128
67,518
REDEEMABLE PREFERRED STOCK
7.48% SERIES, $100 Par Value
Authorized 60,000 Shares
Outstanding 48,000 4,800
8.00% SERIES, $100 Par Value
Authorized 200,000 Shares
Outstanding 150,000 15,000
Less: Current Sinking Fund Requirements 600
19,200
LONG-TERM DEBT
First and General Mortgage Bonds
Series D - 8.79% due May 1, 2002 45,000
Series E - 8.13% due May 1, 2008 40,000
Series F - 6.89% due May 1, 2008 23,333
Less: Current Sinking Fund Requirements 6,667
101,666
Total Capitalization $188,384
Maine Yankee Atomic Power Company
STATEMENT OF INCOME AND RETAINED EARNINGS
(Unaudited)
(Dollars in Thousands)
Pro Forma
Adjustments Final Pro
Showing Effect Forma
12 MTD of Nuclear 12 MTD
6/30/94 Fuel Financing 6/30/94
ELECTRIC OPERATING REVENUES $191,481 $ 0 $191,481
OPERATING EXPENSES
Fuel Amortization 16,901 16,901
Fuel Disposal Cost 5,947 5,947
Operation 76,333 76,333
Maintenance 36,638 36,638
Depreciation and Amortization 16,954 16,954
Decommissioning 10,530 10,530
Taxes
Federal and State Income 544 544
Local Property 11,879 11,879
Total Operating Expenses 175,726 0 175,726
OPERATING INCOME 15,755 0 15,755
OTHER INCOME, NET
Allowance for Equity Funds Used
During Construction 100 100
For Nuclear Fuel - -
Other, Net 4,912 4,912
INCOME BEFORE INTEREST CHARGES 20,767 0 20,767
INTEREST CHARGES
Long-Term Debt 8,764 8,764
Fuel Disposal Liability 3,381 3,381
Fuel Financing Notes 251 251
Other Interest Charges 192 192
Allowance for Borrowed Funds Used
During Construction (104) (104)
For Nuclear Fuel (2) (2)
Total Interest Charges 12,482 0 12,482
NET INCOME 8,285 8,285
RETAINED EARNINGS - BEGINNING OF PERIOD 199 199
PREFERRED DIVIDENDS DECLARED 1,581 1,581
COMMON DIVIDENDS DECLARED 6,775 6,775
RETAINED EARNINGS - END OF PERIOD $ 128 $ 0 $ 128
Maine Yankee Atomic Power Company
STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Pro Forma
Adjustments Final Pro
Showing Effect Forma
12 MTD of Nuclear 12 MTD
6/30/94 Fuel Financing 6/30/94
OPERATING ACTIVITIES
Net Income $ 8,285 $ $ 8,285
Items Not Requiring (Providing) Cash
Fuel Amortization 16,901 16,901
Depreciation and Decommissioning 27,484 27,484
Deferred Income Taxes and
Investment Tax Credits, Net (3,908) (3,908)
Allowance for Equity Funds Used for
Nuclear Fuel and During Construction (100) (100)
Long-Term Fuel Disposal Interest,
Net of AFN 3,362 3,362
Other, Net (1,047) (1,047)
Changes in Certain Assets and Liabilities
Accounts Receivable 1,964 1,964
Other Current Assets 958 958
Accounts Payable (2,281) (2,281)
Accrued Interest and Taxes (1,568) (1,568)
Net Cash Provided by
Operating Activities 50,050 0 50,050
INVESTING ACTIVITIES
Acquisition of Nuclear Fuel (1,992) (1,992)
Construction of Electric Property (10,952) (10,952)
Changes in Accounts Payable -
Investing Activities
Nuclear Fuel (5,624) (5,624)
Construction of Electric Property 1,232 1,232
Investment Income in Decommissioning Trust 5,753 5,753
Trust Fund Investments
Fuel Disposal (5,961) (5,961)
Plant Decommissioning (15,771) (15,771)
Net Cash Used by
Investing Activities (33,315) 0 (33,315)
FINANCING ACTIVITIES
Issuances (Redemptions)
Bank Notes, Net (870) (870)
Long-Term Debt (6,667) (6,667)
Preferred Stock (600) (600)
Dividend Payments
Common Stock (7,000) (7,000)
Preferred Stock (1,593) (1,593)
Net Cash Used by Financing Activities (16,730) 0 (16,730)
Net Increase in Cash and Cash Equivalents 5 5
Cash and Cash Equivalents
at Beginning of Year 33 33
Cash and Cash Equivalents
at End of Year $ 38 $ 0 $ 38
MAINE YANKEE ATOMIC POWER COMPANY
STATEMENT OF PROJECTED CASH FLOW FOR 1995*
(Dollars in Thousands)
(Unaudited)
CASH SOURCES TOTAL
Net Income $ 6,368
Fuel Amortization 22,231
Depreciation 19,306
TOTAL SOURCES 47,905
CASH USES
Repurchase - LTD 6,667
Repurchase - Preferred Stock 600
Income Tax Payments 6,745
Nuclear Fuel Purchases 1,226
Current Spent Fuel Payment 5,168
Spent Fuel Disposal Trust 3,098
Common Dividends 6,805
Preferred Dividends 1,492
Construction Expenditures 8,500
Working Capital 383
TOTAL USES 40,684
CASH SURPLUS (NEEDS) $ 7,221
BORROWINGS**
Beginning Balance (Est.) $28,325
Add (Sub.) to Balance (7,221)
$21,104
*Abbreviated Statement, net of most working capital items normally included
in a Source and Use Statement, as prescribed for Form 10-K at year end by
the SEC.
**Borrowings include use of the Secured Eurodollar Facility, the Secured
Credit Agreement (Bank of New York Facility) and the Unsecured Bank Lines
of Credit.
MAINE YANKEE ATOMIC POWER COMPANY
STATEMENT OF SOURCES AND USES OF FUNDS
Projected for years 1996-1997
(Dollars in Thousands)
1996 1997
Beginning STD & Fuel Fin. Notes Outstanding $21,104 $54,087
Funds Provided:
From Operations 24,219 44,019
Funds Used:
Construction 11,253 5,917
Fuel 27,333 4,827
Sinking Funds 7,267 7,267
Dividends 8,252 8,207
Prior Spent Fuel Disposal 3,097 3,097
Total Funds Used 57,202 29,315
Sources Less Uses (32,983) 14,704
Ending STD & Fuel Fin. Notes Outstanding $54,087 $39,383
