FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 12
TO
FORM U-1
(AMENDMENT NO. 14)
APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Northeast Utilities Holyoke Water Power Company
Western Massachusetts Electric Company Canal Street
174 Brush Hill Avenue Holyoke, MA 01040
West Springfield, MA 01090-0010
The Connecticut Light and Power Company Public Service Company
NU Enterprises, Inc. of New Hampshire
Northeast Generation Service Company North Atlantic Energy
Northeast Generation Company Corporation
Select Energy, Inc. 1000 Elm Street
Mode 1 Communications, Inc. Manchester, NH 03015
107 Selden Street
Berlin, CT 06037
(Name of companies filing this statement and addresses of principal executive
offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Cheryl W. Grise, Esq.
Senior 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
communications to
Jeffrey C. Miller David R. McHale Richard C. MacKenzie, Esq.
Assistant General Counsel Vice President and Day, Berry & Howard LLP
Northeast Utilities Treasurer 185 Asylum Street
Service Company Northeast Utilities CityPlace I
P.O. Box 270 Service Company Hartford, CT 06103-0343
Hartford, CT 06141-0270 P.O. Box 270
Hartford, CT 06141-0270
The Application/Declaration in this proceeding is further amended by the
amendment and restatement in full of Post-Effective Amendment No. 11
(Amendment No. 13), as follows:
BACKGROUND
1. By Order dated November 20, 1996 (HCAR No. 35-26612), Supplemental
Order dated February 11, 1997 (HCAR No. 35-26665), Supplemental Order dated
March 25, 1997 (HCAR No. 35-26692), Supplemental Order dated May 29, 1997
(HCAR No. 35-26721), Supplemental Order dated January 16, 1998 (HCAR No. 35-
26816) and Supplemental Order dated May 13, 1999 (HCAR No. 35-27004) in this
File No. 70-8875, the Commission, among other things, authorized the short-
term borrowing limits for Northeast Utilities ("NU"), The Connecticut Light
and Power Company ("CL&P") and Western Massachusetts Electric Company
("WMECO") for the period to and including December 31, 2000 (the
"Authorization Period"). The short-term borrowings for NU, CL&P and WMECO
(collectively, the "Borrowers") have taken and will take a variety of forms,
including short-term notes issued to bank and non-bank lending institutions
through formal and informal credit lines, commercial paper issuances, open-
account advances by NU to certain of its subsidiaries and use of the NU
system money pool. Among the formal credit lines with lending institutions
currently in effect are a revolving credit facility to which CL&P and WMECO
are parties (the "Existing System Revolver") and an unsecured revolving
credit facility for NU (the "Existing NU Facility"). Both the Existing
System Revolver and the Existing NU Facility will expire on November 21, 1999
and will be replaced by various short-term borrowings for which authorization
is being sought hereunder. Proceeds from new credit facilities which the
Borrowers expect to enter into covering the remainder of the Authorization
Period will be used (i) to replace outstanding borrowings under the existing
credit facilities expiring on November 21, 1999; (ii) to fund maturities of
long term outstanding debt (projected to be approximately $200 for CL&P and
$60 for WMECO during the Authorization Period) and (iii) to continue to
provide access to working capital. The Borrowers wish to amend the
Application to seek authorization for them to continue to incur short-term
debt during the remainder of the Authorization Period on the terms as
described herein.
2. In addition, (1) WMECO seeks Commission authorization to increase
its short-term borrowing limit from $150 million to $250 million for the
remainder of the Authorization Period; and (2) NU seeks Commission
authorization to increase its short-term borrowing limit from $200 million to
$400 million for the remainder of the Authorization Period. NU believes a
higher level of short-term authorization is required to provide the
flexibility and support of its regulated and unregulated subsidiaries which
is needed to compete effectively in the rapidly changing energy industry.(1)
AMENDMENTS TO THE APPLICATION
To reflect the foregoing, the Application/Declaration, as amended(2)
(the "Application") in this proceeding is further amended as follows:
3. The following Paragraph 1A is added:
The Applicants hereby seek authorization to engage in certain
financing transactions for which the specific terms and conditions
are not known at this time, and which may not be covered by Rule
52, without further approval by the Commission. The short-term
borrowings for NU, CL&P and WMECO (collectively, the "Borrowers")
have taken and will take a variety of forms, including short-term
notes issued to bank and non-bank lending institutions through
formal and informal credit lines, commercial paper issuances, open-
account advances by NU to certain of its subsidiaries and use of
the NU system money pool. The following general terms will be
applicable to the financing transactions requested to be authorized
hereby. The effective cost of money on borrowings occurring
pursuant to the authorization granted under this Application will
not exceed 400 basis points over the base rate in effect from time
to time of the bank or financial institution identified for such
purpose with respect to the relevant financing or, if no such base
rate is identified, the base rate in effect from time to time of a
representative money center bank. The maturity of debt incurred
will not exceed 364 days. The fees, commissions, or other similar
remuneration paid in connection with the issuance of such debt or
the entering into of credit facilities with respect to debt
incurred pursuant to the Application will not exceed 3% of the
principal amount of such debt. Borrowings from banks and other
financial institutions may be either unsecured or secured. To the
extent required, the provision of any collateral to secure debt
incurred pursuant to this Application will be approved by
applicable state regulatory commissions. Specific terms of any
borrowings will be determined by the Borrowers at the time of
issuance and will comply in all regards to the parameters of
financing authorizations set forth above. A copy of any note or
agreement executed pursuant to this Authorization will be filed
under cover of the next quarterly report under Rule 24. Because
the borrowing needs of NU and WMECO may exceed the limits
previously authorized by the Commission, NU and WMECO seek to
increase their short-term maximum borrowing limits to $400 million
and $250 million, respectively. The proceeds of the new credit
arrangements will provide the Borrowers with continued access to
working capital and serve as a source of funds pending receipt of
proceeds from asset sales and securitization.
_________________________________
(1) NU will apply to the Commission in due course for such additional
authorization as it may need to effect the financing of the purchase price
for Yankee Energy System, Inc. (which is the subject of NU's application in
File No. 70-9535) in a separate application.
(2) The original Application/Declaration in Northeast Utilities, et. al,
File No. 70-8875 (dated as of June 19, 1996), has been amended twelve (12)
times: (i) Amendment No. 1, dated as of October 30, 1996, (ii) Amendment No.
2, dated as of November 19, 1996, (iii) Post-Effective Amendment No. 1
(Amendment No. 3), dated as of January 28, 1997, (iv) Post-Effective
Amendment No. 2 (Amendment No. 4), dated as of April 23, 1997, (v) Post-
Effective Amendment No. 3 (Amendment No. 5), dated as of May 16, 1997, (vi)
Post-Effective Amendment No. 4 (Amendment No. 6), dated as of May 27, 1997,
(vii) Post-Effective Amendment No. 5 (Amendment No. 7), dated as of May 28,
1997, (viii) Post-Effective Amendment No. 6 (Amendment No. 8), dated as of
May 30, 1997, (ix) Post-Effective Amendment No. 7 (Amendment No. 9), dated as
of November 20, 1997, (x) Post-Effective Amendment No. 8 (Amendment No. 10),
dated as of December 31, 1997, (xi) Post-Effective Amendment No. 9 (Amendment
No. 11), dated as of January 14, 1998, and (xii) Post-Effective Amendment No.
10 (Amendment No. 12), dated as of March 3, 1999.
4. Paragraphs 2, 3, 4, 5, 6, 11, 23, 25, 28, and 29 of the Application
are hereby amended to the extent inconsistent with paragraph 3 above.
5. To account for increases in WMECO's limits on short-term debt,
paragraph 27 is amended by substituting "$400 million in the case of NU" for
"$200 million in the case of NU" and "$250 million in the case of WMECO" for
"$150 million in the case of WMECO", where such phrases appear therein. No
change is requested with respect to the limits on short-term debt borrowings
for CL&P, PSNH, HWP or NAEC.
6. The following additional exhibits and financial statements are
filed herewith:
(a) Exhibits
I.3 Proposed Form of Notice*
(b) Financial Statements
1. Northeast Utilities*
1.1 Balance Sheet, per books and pro forma, as of June 30, 1999.
1.2 Statement of Income, per books and pro forma, for 12 months ended
June 30, 1999 and capital structure, per books and pro forma, as of
June 30, 1999.
3. Western Massachusetts Electric Company*
3.1 Balance Sheet, per books and pro forma, as of June 30, 1999.
3.2 Statement of Income, per books and pro forma, for 12 months ended
June 30, 1999 and capital structure, per books and pro forma, as of
June 30, 1999.
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned have duly caused this Post-Effective
Amendment to be signed on behalf of each of them by the undersigned thereunto
duly authorized.
Date: October 26, 1999
NORTHEAST UTILITIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
HOLYOKE WATER POWER COMPANY
NORTH ATLANTIC ENERGY CORPORATION
NU ENTERPRISES, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE COMPANY
SELECT ENERGY, INC.
MODE 1 COMMUNICATIONS, INC.
By:/s/David R. McHale
David R. McHale
Vice President and Treasurer
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: October 26, 1999
THE CONNECTICUT LIGHT AND POWER COMPANY
By:/s/Randy A. Shoop
Randy A. Shoop
Treasurer
