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File No. 70-7950
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER SERVICE COMPANY
and
NEW ENGLAND ELECTRIC RESOURCES, INC.
(Names of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent in system)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and addresses of agents for service)
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New England Electric System (NEES) is a registered holding company under
the Public Utility Holding Company Act of 1935 (the Act) owning electric
utility subsidiaries, New England Power Service Company (NEPSCO, a service
company subsidiary), New England Electric Resources, Inc. (NEERI), a
wholly-owned, non-utility subsidiary of NEES organized for the purpose of
pursuing new business opportunities, and an energy company subsidiary
(collectively, the System).
By its order dated September 4, 1992, HCAR No. 35-25621, the Commission
specifically authorized NEERI to perform consulting services on electric
utility matters for non-affiliates . By its order dated April 1, 1994, HCAR
No. 35-26017, the Commission authorized NEERI to undertake electrical related
services and consulting contracts. The types of services NEERI was authorized
to perform include designing, engineering, assisting in licensing and
permitting, procuring materials and equipment, and installing, removing, or
constructing electrical related materials. NEERI is now requesting authority
in this filing to expand the services it may perform for unaffiliated
entities.
Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-7950, as previously amended, is hereby
further amended by this Post-Effective Amendment No. 2 as follows:
1. Item 1, Description of Proposed Transactions, is amended by adding the
following thereto:
"By this filing, NEERI proposes to provide a broader range of services
to non-affiliates.
New NEERI Services
------------------
NEERI is requesting authority to perform expanded services for
non-affiliates. Following is a list of the types of new services NEERI
proposes to perform:
(1) Sale of technical, operational, management, and other similar
kinds of services and expertise, developed in the course of utility operations
in such areas as power plant and transmission system engineering, development,
design and rehabilitation; construction; maintenance and operation; fuel and
other goods and services procurement, delivery, and management; environmental
licensing, testing, and remediation; and other similar areas, including,
without limitation, transmission line services, environmental control
services, maintenance and construction services, engineering services,
mechanical and repair services, structural services, construction contract
administration and support services;
(2) Energy conservation and demand-side management services;
(3) Sale, installation, and servicing of electric and compressed
natural gas powered vehicles and ownership and operation of related refueling
and recharging equipment;
(4) Sale, installation, and servicing of electric and gas appliances
for residential, commercial, and industrial heating and lighting; and
(5) other similar services.
No System employees will be assigned to a NEERI services project if such
assignment would interfere with the normal operation of the System. Utility
operating companies within the System will at all times have first priority in
the use of System employees, including employees of NEPSCO. During the course
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of a calendar year, the System will not assign more than the full-time
equivalent of five percent of its employees to service projects for NEERI.
The types of services proposed herein would be functionally related to
the types of work and skills already present within the System. Providing
these services would contribute to the full utilization of System expertise
and capacity resulting in a more efficient allocation of resources, as well as
enabling NEERI to realize a profit.
The authorization requested hereunder would be to continue performing
the currently authorized services, and to perform the services proposed in
this Post-Effective Amendment, and enter into contracts in connection
therewith, through December 31, 1999. After 1999, NEERI would not pursue or
execute any new contracts for services without further authorization from the
Commission. NEERI, however, would be permitted to continue completing its
existing contracts after such date.
Neither NEES nor any subsidiary currently has an ownership interest in
an exempt wholesale generator ("EWG") as defined in Section 32 of the Act or a
foreign utility company ("FUCO") as defined in Section 33 of the Act.
Additionally, neither NEES nor any subsidiary is a party to, or has any rights
under, a service, sales, or construction agreement with an EWG or FUCO. By
its Order dated April 15, 1996 (HCAR 35-26504), the Commission has authorized
EWG and FUCO acquisitions and financings by NEES and/or NEERI as set forth in
their Application/Declaration in File No. 70-8783. In the event that the
total amount of authority requested in the above-referenced
Application/Declaration (File No. 70-8783) is invested in connection with EWGs
and FUCOs, NEES' 'aggregate investment' (determined in accordance with Rule
53(a)(1)(i)) in EWGs and FUCOs would not exceed 50% of NEES' 'consolidated
retained earnings' (as defined in Rule 53(a)(1)(ii)) in compliance with the
provisions set forth in Rule 53 under the Act. NEES and its subsidiaries
shall comply with the requirements of Rules 53 and 54 of the Act in connection
with EWG and FUCO acquisitions and financings."
2. Item 2, Fees, Commission, and Expenses, is amended by adding the
following thereto:
"Services incidental to this Post-Effective Amendment No. 2 filing will
be performed by NEPSCO at the actual cost thereof. Such costs are estimated
to not exceed $5,000, including the fee of $2,000 for this filing."
3. Item 3, Applicable Statutory Provisions, is amended by adding the
following thereto:
"The sections of the Act and rules or exemptions thereunder that are
believed to be applicable to the transactions proposed in this
Application/Declaration, as amended, are: Sections 6(a), 7, 9(a), 10, 12, 13,
32, and 33, and Rules 45, 87, 90, and 91."
4. Item 4, Regulatory Approval, is amended by adding the following thereto:
"No Federal or state commission or regulatory body, other than the
Commission, has jurisdiction over the proposed transactions in this
Post-Effective Amendment No. 2."
5. Item 5, Procedure, is amended by adding the following thereto:
"The applicants request that the Commission take action with respect to
this Post-Effective Amendment No. 2 on or before June 20, 1996, or as soon
thereafter as practicable, without a hearing being held.
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The applicants (i) do not request a recommended decision by a hearing
officer, (ii) do not request a recommended decision by any other responsible
officer of the Commission, (iii) hereby specify that the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) hereby request that there be no 30-day waiting period
between the date of issuance of the commission's Order and the date on which
it is to become effective."
6. Item 6, Exhibits, is amended by adding the following exhibits:
(a) Exhibits
* F-1 Opinion of Counsel
H-1 Proposed Form of Notice
* To be filed by amendment
7. Item 7, Environmental Effects, is hereby amended by adding the following
thereto:
"The transactions proposed by this Post-Effective Amendment No. 2 do not
involve a major Federal action significantly affecting the qualify of the
human environment."
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment No. 2 to Form U-1 (Commission's File No. 70-7950) to be signed on
their behalf, as indicated, by the undersigned officers thereunto duly
authorized by such companies.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
__________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND POWER SERVICE COMPANY
s/Michael E. Jesanis
__________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John G. Cochrane
___________________________________
John G. Cochrane, Treasurer
DATE: May 22, 1996
The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
F-1 Opinion of Counsel To be filed by amendment
H-1 Proposed Form of Notice Filed herewith
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EXHIBIT H-1
PROPOSED FORM OF NOTICE
New England Electric System (NEES), a registered holding company, and its
wholly owned subsidiaries New England Power Service Company (NEPSCO) and New
England Electric Resources, Inc. (NEERI), a non-utility subsidiary, have filed
a Post-Effective Amendment to their Application/Declaration, File No. 70-7950.
By its order dated September 4, 1992, HCAR No. 35-25621, the Commission
specifically authorized NEERI to perform consulting services on electric
utility matters for non-affiliates. By its order dated April 1, 1994, HCAR
No. 35-26017, the Commission authorized NEERI to undertake electrical related
services and consulting contracts. The types of services NEERI was authorized
to perform include designing, engineering, assisting in licensing and
permitting, procuring materials and equipment, and installing, removing, or
constructing electrical related materials. NEERI is now requesting authority
to expand the services it may perform for unaffiliated entities.
Following is a list of the types of new services NEERI proposes to perform:
(1) Sale of technical, operational, management, and other similar kinds
of services and expertise, developed in the course of utility operations in
such areas as power plant and transmission system engineering, development,
design and rehabilitation; construction; maintenance and operation; fuel and
other goods and services procurement, delivery, and management; environmental
licensing, testing, and remediation; and other similar areas, including,
without limitation, transmission line services, environmental control
services, maintenance and construction services, engineering services,
mechanical and repair services, structural services, construction contract
administration and support services;
(2) Energy conservation and demand-side management services;
(3) Sale, installation, and servicing of electric and compressed natural
gas powered vehicles and ownership and operation of related refueling and
recharging equipment;
(4) Sale, installation, and servicing of electric and gas appliances for
residential, commercial, and industrial heating and lighting; and
(5) other similar services.
No System employees will be assigned to a NEERI services project if such
assignment would interfere with the normal operation of the System. Utility
operating companies within the System will at all times have first priority in
the use of System employees, including employees of NEPSCO. During the course
of a calendar year, the System will not assign more than the full-time
equivalent of five percent of its employees to service projects for NEERI.
The authorization requested is to continue performing the currently
authorized services, and to perform the services proposed in the
Post-Effective Amendment, and enter into contracts in connection therewith,
through December 31, 1999.
