File No. 70-7883
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
Northeast Utilities
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-0010
(Name of company filing this statement
and address of principal executive offices)
Northeast Utilities
(Name of top registered holding company parent
of each applicant or declarant)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270
(Names and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffrey C. Miller, Esq.
Assistant General Counsel
Northeast Utilities Service Company
P. O. Box 270
Hartford, CT 06141-0270
The Application/Declaration in this proceeding, as previously amended,
is hereby further amended as follows:
Item 1. Description of Proposed Transaction
A) Paragraph 8 is amended to read as follows:
NU seeks an Order of the Commission acknowledging and approving the
proposed change in voting procedures for the unallocated ESOP shares, and
concurring in the position stated in paragraph 7 above.
B) The following is added as Paragraph 9:
9. 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 September 30, 1995 the ratio of such investment
($22,061,393) to such consolidated retained earnings ($999,065,000) was
2.08%.
(ii) Encoe Partners, Central Termica San Miguel de Tucuman,
S.A. ("C.T.S.M.T."), and Ave Fenix (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, C.T.S.M.T or Ave Fenix.
(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 6. Exhibits and Financial Statements
The following exhibit is filed herewith:
Exhibit C - Opinion of Counsel for the Company
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
NORTHEAST UTILITIES
By /s/Richard M. Early
its Attorney
Dated: December 18, 1995
Exhibit C
December 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8883
Post-Effective Amendment Nos. 1 and 2 to Application/Declaration by
Northeast Utilities with Respect to Employee Stock Ownership Plan
(ESOP) Trust
Ladies and Gentlemen:
I am Senior Counsel of Northeast Utilities Service Company ("NUSCO"),
a service company subsidiary of Northeast Utilities ("NU"), and I am
furnishing this opinion in connection with Post-Effective Amendments No. 1
and 2 to the Application/Declaration on Form U-1 ("Amendments") of NU (the
"Company"), to the Securities and Exchange Commission in File No. 70-7883.
Capitalized terms used herein and not otherwise defined are used as defined
in the Amendments.
In connection with this opinion, I have examined the Amendments and the
exhibits thereto, and I have examined or caused to be examined such other
papers, documents, and records and have made such examination of law and have
satisfied myself as to such other matters as I have deemed relevant or
necessary for the purpose of this opinion. I have assumed the authenticity
of all documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons, and the conformity to
originals of all documents submitted to me as copies.
Based upon the foregoing, and in the event the proposed transactions
contemplated by the Amendments are carried out in accordance therewith, I am
of the opinion that
(a) All state laws applicable to the proposed transactions, with the
exception of state securities or Blue Sky laws, as to which I express no
opinion, will have been complied with; and
(d) The consummation of the proposed transactions will not violate the
rights of the holders of any securities issued by the Company or any
associate thereof.
I hereby consent to the use of this opinion in connection with the
filing of the Amendments.
Very truly yours,
/s/Richard M. Early
Senior Counsel
Northeast Utilities Service Company
