File No. 70-8052
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
REVOLVING CREDIT FACILITIES
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES HOLYOKE WATER POWER COMPANY
174 Brush Hill Avenue 1 Canal Street
West Springfield, MA 01090-0010 Holyoke, MA 01040
THE CONNECTICUT LIGHT NORTHEAST NUCLEAR ENERGY
AND POWER COMPANY COMPANY
107 Selden Street 107 Selden Street
Berlin, Connecticut 06037 Berlin, CT 06037
WESTERN MASSACHUSETTS THE ROCKY RIVER REALTY
ELECTRIC COMPANY COMPANY
174 Brush Hill Avenue 107 Selden Street
West Springfield, MA 01090-0100 Berlin, CT 06037
NORTHEAST UTILITIES SERVICE COMPANY
107 Selden Street
Berlin, CT 06037
(Name of companies filing this statement and address of principal executive
office)
NORTHEAST UTILITIES
(Name of top registered holding company parent of declarant)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices, and
communication to:
David R. McHale Jeffrey C. Miller
Assistant Treasurer - Finance Assistant General Counsel
Northeast Utilities Northeast Utilities
Service Company Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
I. Description of Proposed Transaction
1. Northeast Utilities ("NU"), a public utility holding company
registered under the Public Utility Holding company Act of 1935, as amended
(the "Act"), certain of its public utility company subsidiaries, The
Connecticut Light and Power Company ("CL&P"), Western Massachusetts Electric
Company ("WMECO"), and Holyoke Water Power Company ("HWP"), Northeast Nuclear
Energy Company ("NNECO"), a public utility company and service company
subsidiary of NU, and The Rocky River Realty Company ("RRR"), a non-utility
company subsidiary of NU (collectively, the "Borrowers"), and Northeast
Utilities Service Company ("NUSCO"), a service company subsidiary of NU
(together with the Borrowers, the "Declarants"), hereby apply under the Act
for approval of an extension of and modifications to the order of the
Securities and Exchange Commission ("Commission") dated November 23, 1992
(Release No. 35-25683)("1992 Order") in this file.
2. In the 1992 Order, the Commission authorized the Borrowers, through
December 31, 1995, to enter into certain revolving credit agreements,
including two three-year credit agreements and two 364-day credit agreements,
for an aggregate commitment of up to $360,000,000 and not to exceed the
individual short-term borrowing authorization applicable to each Borrower.
(Reference is made to Release No. 35-26207 dated December 28, 1994 in File
No. 70-8479)
3. The Declarants hereby seek authority to extend the existing
revolving credit agreements pursuant to their terms, or such additional
extensions as the parties may agree to, through December 31, 2000. The 364-
day credit agreements are extendible to this date by the parties without a
modification of the agreement. The three-year credit agreements are
extendible to December 31, 1998 and will need to be amended to extend their
respective terms through December 31, 2000.
4. The Declarants further seek authority to change (i) the Margin (as
defined below) on the interest rates and (ii) the facility fees from time to
time, provided that such changed amounts shall not exceed the amounts set
forth below:
Pursuant to the 1992 Order, the interest rate under the Eurodollar
interest option equals the Eurodollar Rate (as defined in the 1992 Order)
plus a certain margin rate ("Margin"). The Margin for each Borrower will
vary, depending on the debt ratings provided by Moody's Investors Service
Inc. and Standard and Poor's Corporation. Currently under the credit
agreement, the Margin cannot exceed .625 percent for loans made to CL&P and
WMECO and .75 percent for loans made to NU, HWP, NNECO and RRR. The
Declarants hereby request the flexibility to increase or decrease the Margins
under the credit agreement from time to time during the term of the credit
agreements, provided that the Margins will not exceed 1.00 percent.
The initial facility fees under the 1992 Order equaled .2 percent
per annum for the three-year credit agreement and .135 percent per annum for
the 364-day agreements. The Declarants, however, reserved the right to
increase either or both facility fees by not more than 10 basis points during
the term of the credit agreements if such an increase is needed to respond to
changing market conditions. Any change in the facility fees authorized
hereunder would not exceed the amounts previously authorized under the 1992
Order.
5. For cost savings purposes, the Declarants hereby seek authority to
extend the existing revolving credit agreements and to amend the credit
agreements from time to time to adjust the Margins and facility fees under
the agreements. Accordingly, the Borrowers will have increased flexibility
to extend the credit agreement and to adjust the pricing terms to respond to
changing market conditions (within the limits set forth above) without
spending additional administrative and financial resources on structuring a
new credit facility.
6. Except in accordance with the Act, neither NU nor any subsidiary
thereof (a) has acquired an ownership interest in an exempt wholesale
generator ("EWG") or a foreign utility company ("FUCO") as defined in
Sections 32 and 33 of the Act, or (b) now is or as a consequence of the
transactions proposed herein will become a party to, or has or will as a
consequence of the transactions proposed herein have a right under, a
service, sales, or construction contract with an exempt wholesale generator
or a foreign utility company. None of the proceeds from the transactions
proposed herein will be used by the Companies to acquire any securities of,
or any interest in, an exempt wholesale generator or a foreign utility
company.
The NU system is in compliance with Rule 53(a), (b), and (c), as
demonstrated by the following determinations:
(i) NU's aggregate investment in EWGs and FUCOs (i.e., amounts
invested in or committed to be invested in EWGs and FUCOs, for which there is
recourse to NU) does not exceed 50% of the NU system's consolidated retained
earnings as reported for the four most recent quarterly periods on NU's Form
10-K and 10-Qs. At June 30, 1995 the ratio of such investment ($18,365,000)
to such consolidated retained earnings ($965,102,000) was 1.9%.
(ii) Encoe Partners and Central Termica San Miguel de Tucuman,
S.A. ("C.T.S.M.T.") (NU's only EWGs or FUCOs at this time) maintain books and
records, and prepares financial statements in accordance with Rule 53(a)(2).
Furthermore, NU has undertaken to provide the Commission access to such books
and records and financial statements, as it may request.
(iii) No employees of the NU system's public utility companies have
rendered services to Encoe Partners or C.T.S.M.T.
(iv) NU has submitted (a) a copy of each Form U-1 and Rule 24
certificates that have been filed with the Commission under Rule 53 and (b) a
copy of Item 9 of Form U5S and Exhibits G and H thereof to each state
regulator having jurisdiction over the retail rates of the NU system public
utility companies.
(v) Neither NU nor any NU subsidiary has been subject of a
bankruptcy or similar proceeding unless a plan of reorganization has been
confirmed in such proceeding. In addition, NU's average consolidated
retained earnings for the four most recent quarterly periods has not
decreased by 10% or more from the average for the previous four quarterly
periods.
(vi) In the previous fiscal year, NU's operating losses
attributable to its investment in Encoe Partners did not exceed 5 percent of
NU's consolidated retained earnings.
Item 2. Fees, Commissions and Expenses
No fees, commissions or expenses have been paid or will be paid or
incurred in connection with the proposed transactions, other than (i) the
Commission's $2,000 filing fee, and (ii) expenses for legal, financial and
other services billed to the Companies at cost by NUSCO, not to exceed
$5,000.
Item 4. Regulatory Approval
No federal or state regulatory authority, other than the Commission
under the Act is required for the consummation of the proposed transaction.
Item 5. Procedure
It is respectfully requested that the Commission enter not later than
December 29, 1995 an appropriate order granting and permitting this Post-
Effective Amendment to become effective.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Office of Public Utility Regulation within the Division of Investment
Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no 30 day waiting
period between the issuance and the effective date of any order issued by the
Commission in this matter, and it is respectively requested that any such
order be made effective immediately upon the entry thereof.
Any amendments to the credit agreements referenced in this Application
and executed pursuant to an order of the Commission will be filed with the
Commission in accordance with Rule 24 of the Act.
Item 6. Exhibits and Financial Statements
(a) Exhibits
F.1.1 Opinion of Counsel (to be filed by amendment)
J.1. Proposed Form of Notice under the Act (to be filed by
amendment)
(b) Financial Statements. Financial statements have not been included
because this transaction is not expected to have any material effects on the
financial condition or statements of the Declarants or the NU system
consolidated.
Item 7. Information as to Environmental Effects
This Post-Effective Amendment relates to extending and modifying
revolving credit agreements and as such, it is believed that the granting and
permitting to become effective of this Post-Effective Amendment will not
constitute a major federal action significantly affecting the quality of the
human environment. No other federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transaction.
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.
NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER
WESTERN MASSACHUSETTS ELECTRIC COMPANY
COMPANY HOLYOKE WATER POWER COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY THE ROCKY RIVER REALTY COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
By: /s/Jeffrey C. Miller
Assistant General Counsel Dated: September 26, 1995
Northeast Utilities Service Company
