FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 13
TO
FORM U-1
(AMENDMENT NO. 15)
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
Treasurer
Northeast Utilities Northeast Utilities 185 Asylum Street
Service Company Service Company CityPlace I
P.O. Box 270 P.O. Box 270 Hartford, CT 06103-0343
Hartford, CT 06141-0270 Hartford, CT 06141-0270
The Application/Declaration in this proceeding, as amended, is further
amended by the amendment and restatement in full of Post-Effective Amendment
No. 11 (Amendment No. 13), as follows:
ITEM 1. DESCRIPTION OF THE TRANSACTION
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. WMECO needs this added short-term
debt capacity to meet its working capital needs pending receipt of proceeds
from mandated sales of generation assets under Massachusetts restructuring
laws and securitization of regulatory assets. Such proceeds will be used to
repay much of WMECO's bonds and preferred stock. In this interim period
WMECO is not issuing new bonds or preferred stock, so short-term debt bridges
this period. WMECO presently forecasts its short-term debt needs to peak at
$160 million, after a bond maturity of $60 million in January, 2000. The
additional short-term authority being sought is necessary to meet
unanticipated needs that may arise from variables in timing of receipt of
restructuring and securitization proceeds. WMECO is planning to enter into a
new Revolving Credit Agreement whereby up to $200 million will be available
for these purposes; and (2) NU seeks Commission authorization during the
Authorization Period 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,
principally, Select Energy, which they need to compete effectively in the
rapidly changing energy industry. NU plans to enter into a new Revolving
Credit Agreement under which $350 million will be available for these
purposes, including direct borrowings by NU and guarantees of letters of
credit written for such subsidiaries.
3. Lastly, the Applicants wish to obtain authorization for the proposed
changes to the NU System Money Pool to prohibit Mode 1 from borrowing
thereunder, as described below.
AMENDMENTS TO THE APPLICATION
To reflect the foregoing, the Application/Declaration, as amended (the
"Application") in this proceeding is further amended as follows:
4. The following Paragraph 1A is added:
"1A. 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, as applicable during the Authorization Period,
with continued access to working capital and, as to the operating companies,
serve as a source of funds pending receipt of proceeds from asset sales and
securitization, and as to NU, provide it with funds to invest in its
subsidiaries and for other corporate purposes."
5. Paragraphs 2, 3, 4, 5, 6, 11, 23, 25, 28, and 29 of the Application are
hereby amended to the extent inconsistent with paragraph 4 above.
6. 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.
7. To amend the terms of the NU System Money Pool to provide that Mode 1
may not be a borrower thereunder, the first three sentences of paragraph 13
are deleted and replaced with the following:
"13. The Applicants propose to continue using, and the Nonutility
Subsidiaries propose participating in, the NU System Money Pool, which is
administered on their behalf by Northeast Utilities Service Company
("NUSCO") under the direction of an officer in the NUSCO Treasury
Organization. The NU System Money Pool currently consists principally of
surplus funds that may be available from day to day to the Applicants,
including NU and to the Nonutility Subsidiaries. The funds available to the
NU System Money Pool will be loaned on a short-term basis to those
Applicants, other than NU, to the Nonutility Subsidiaries, other than Mode 1,
and to the Non-Applicant Companies, that have a need for short-term funds,
subject to certain limitations described therein."
8. Paragraph 17 is deleted in its entirety and replaced with the
following:
"17. Money Pool transactions will be designed to match, on a daily
basis, the available cash and short-term borrowing requirements of the
Applicants and the Nonutility Subsidiaries (other than Mode 1), thereby
minimizing the need for short-term borrowings to be made by the Applicants
(other than NU) and the Nonutility Subsidiaries (other than Mode 1) from
external sources. To this end, it is anticipated that the short-term
borrowing requirements of the Applicants (other than NU) and the Nonutility
Subsidiaries (other than Mode 1) will be met, in the first instance, with the
proceeds of borrowings available through the NU System Money Pool, and
thereafter, to the extent necessary, with the proceeds of external short-term
borrowings, as described below. Those participants in the NU System Money
Pool without access to the commercial paper market will have priority as
borrowers from the NU System Money Pool, and only PSNH, NAEC, HWP, NUEI, NGS,
NGC, Select, NNECO, Quinnehtuk, RR and HEC will be eligible to borrow through
the NU System Money Pool from the proceeds of external borrowings by NU. If
at any time there are funds remaining in the NU System Money Pool after
satisfaction of the borrowing needs of the borrowers, NUSCO, as agent for
the NU System Money Pool, will invest those funds as described in paragraph
13 and allocate the earnings on any such investments among the Money Pool
participants, providing such excess funds on a pro rata basis according to
the amount of the funds so provided."
ITEM 2. FEES, COMMISSION AND EXPENSES
9. See Exhibit K.3 attached hereto.
ITEM 4. REGULATORY APPROVALS
10. No state commission has jurisdiction with respect to any aspect of the
transactions proposed in this Amendment and, assuming the Commission
authorizes and approves all aspects of such transactions, no Federal
commission other than the Securities and Exchange Commission has jurisdiction
with respect to any aspect thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
11. The following additional exhibits and financial statements are filed
herewith:
(a) Exhibits
A.8 Proposed Terms of the NU Money Pool (Revised November, 1999)
F.5 Opinion of Counsel related to matters described in Post-
Effective Amendment No. 13.
K.3 Schedule of Fees, Commissions and Expenses relating to matters
described on Post-Effective Amendment No. 13.
Statement Pursuant to Rule 54
12. Except in accordance with the Act, none of the Applicants (a) have
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 as a consequence of the transactions proposed
herein will have a right under, a service, sales or construction contract
with an EWG or a FUCO. None of the proceeds from the transactions proposed
herein will be used by the Applicants to acquire any securities of, or any
interest in, an EWG or a FUCO.
12. The Applicants are 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
no recourse to the NU) does not exceed 50% of NU and its
subsidiaries' consolidated retained earnings as reported for the
four most recent quarterly periods on NU's Form 10-K and 10-Qs.
At June 30, 1999 the ratio of such investment ($6 million) to such
consolidated retained earnings ($579 million) was 1 percent.
(ii) Ave Fenix (NU's only EWG or FUCO at this time) maintains books and
records, and prepares financial statements in accordance with Rule
53(a)(2). Furthermore, NU has undertaken to provide the
Commission with access to such books and records and financial
statements, as it may request.
(iii) No employees of the Applicants have rendered services to the
EWG/FUCO.
(iv) NU has submitted (a) a copy of each Form U-1 and Rule 24
certificate that has 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 all the rates of
NU's public utility subsidiaries.
(v) None of the Applicants have been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been
confirmed in such proceeding. In addition, although NU's average
consolidated retained earnings ("CREs") for the four most recent
quarterly periods have decreased by 10% or more from the average
for the previous four quarterly periods (at June 30, 1998, NU's
CREs were $698 million; at June 30, 1999 NU's CREs were $579
million), NU's aggregate investment in EWGs/FUCOs at such date ($6
million) did not exceed two percent of NU's consolidated capital
invested in utility operations ($5,950 million).
(vi) In the previous fiscal year, NU did not report operating losses
attributable to its investment in EWGs/FUCOs, unless such losses
did not exceed 5 percent of NU's consolidated retained earnings.
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: November 17, 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: November 17, 1999
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/Randy A. Shoop
Randy A. Shoop
Treasure
Exhibit F.5
November 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities et al.
File No. 70-8875
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service
Company("NUSCO"), a service company affiliate of Northeast Utilities ("NU").
In connection with the transactions contemplated by the
Application/Declaration, as amended, in the above referenced file (the
"Application"), I have acted as counsel to NU, The Connecticut Light and
Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO"),
Holyoke Water Power Company ("HWP"), Public Service Company of New Hampshire
("PSNH") and North Atlantic Energy Corporation("NAEC") and the other
applicants described therein (collectively, the "Applicants"). This opinion
is given to you with respect to the transactions described in Amendment No.
15 (Post-Effective Amendment No. 13) (the "Amendment") pursuant to your
Instructions as to Exhibits to applications and declarations filed on Form U-
1. Except as otherwise defined herein, terms used herein shall have the
meanings given them in the Application.
In connection with this opinion, I have reviewed or caused to be
reviewed the Application, including the Amendment, and the exhibits thereto,
the Applicants' charter documents, as amended to the date of this opinion,
the proceedings of their shareholders and boards of directors to date and
such other papers, documents and records, and have made or caused to be made
such examination of law, as I deemed relevant and necessary in order to give
this opinion. I have assumed that in respect of the Application an
appropriate order of the Commission under the Public Utility Holding Company
Act of 1935 will be issued and all actions of the Applicants will be in
conformity therewith.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of such transactions in accordance with the Application using
documents substantially similar to those filed with the Application; (b) no
opinion is expressed as to any laws other than the federal laws of the United
States and the laws of the States of Connecticut and New Hampshire and of the
Commonwealth of Massachusetts; (c) insofar as any opinion relates to the
Declaration of Trust of NU or the Certificate of Incorporation or Bylaws of
any other Applicant, I have assumed that the Declaration of Trust and that
Certificate and those Bylaws will not be amended between now and the time the
transactions contemplated by the Application are consummated; and (d) no
opinion is expressed as to the securities laws of any state.
Based on and subject to the foregoing, I am of the opinion that:
1. All state laws applicable to each of the transactions for which the
Commission's approval is sought in the Amendment will have been
complied with at the time each transaction is consummated.
2. NU and WMECO are each validly organized and duly existing under the
laws of the Commonwealth of Massachusetts; CL&P is validly organized
and duly existing under the laws of the State of Connecticut.
3. The notes to be issued to banks and non-bank lending institutions by
and the commercial paper to be issued by NU and WMECO, all in
accordance with the authorization being sought in the Amendment, when
issued, sold or renewed, will be the valid and binding obligations of
such Applicants in accordance with their respective terms.
4. The consummation of the transactions for which the Commission's
approval is sought in the Amendment will not violate the legal rights
of the holders of any securities issued by any of the Applicants or
any associate company of such Applicants.
I hereby consent to the use of this opinion in connection with the
filing of the Application.
I am a member of the Bar of the State of New York. As to matters
involving the laws of other jurisdictions, I have made a study of such
laws and consulted with lawyers employed by NUSCO who are admitted to
the Bars of such other jurisdictions.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
Exhibit A.8
PROPOSED TERMS OF THE NU MONEY POOL
(Revised November, 1999)
GENERAL
1. The members of the Money Pool (the Pool) are Northeast Utilities
(NU), The Connecticut Light and Power Company (CL&P), Western Massachusetts
Electric Company (WMECO), Northeast Nuclear Energy Company (NNECO), Holyoke
Water Power Company (HWP), The Rocky River Realty Company (RRR), The
Quinnehtuk Company (Quinnehtuk), Public Service Company of New Hampshire
(PSNH), North Atlantic Energy Corporation (North Atlantic), HEC Inc. (HEC),
Mode 1 Communications, Inc. (Mode 1), Select Energy, Inc. (Select), NU
Enterprises, Inc. (NUEI), Northeast Generation Company (NGC), and Northeast
Generation Services Company (NGS).
2. The Pool will be administered by Northeast Utilities Service
Company (Agent).
3. Each member will determine each day, on the basis of cash flow
projections, the amount of surplus funds it has available for contribution to
the Pool (Surplus Funds). In addition to its own Surplus Funds, NU may
borrow funds from third party lenders (Excess Funds) in order to make these
Excess Funds available to meet the borrowing needs of NNECO, HWP, RRR,
Quinnehtuk, PSNH, North Atlantic, HEC, Select, NUEI, NGC, and NGS.
CONTRIBUTIONS TO THE POOL
4. Each member will contribute its Surplus Funds to the Pool. NU will
contribute any Excess Funds to the Pool.
5. Each member will receive as interest with respect to its Surplus
Funds that fraction of the total interest received by the Pool equal to the
ratio of the Surplus Funds the member has contributed, times the period in
which such Surplus Funds were available, to the total Surplus Funds in the
Pool, times the period in which all Surplus Funds were in the Pool. NU will
receive the same interest with respect to its Excess Funds that it pays for
its Excess Funds. Such interest will be computed on a daily basis and
settled once per month.
6. Each member may withdraw any of its Surplus Funds at any time
without notice. NU may withdraw its Excess Funds at any time without notice.
BORROWINGS FROM THE POOL
7. Neither NU nor Mode 1 Shall be entitled to borrow from the Pool.
8. PSNH and North Atlantic shall not be entitled to borrow Surplus Funds
that are attributable to contributions from WMECO until the Massachusetts
Department of Public Utilities has issued an order authorizing WMECO to lend
funds to PSNH or NAEC, as the case may be, through the Pool.
9. All short-term borrowing needs of members other than NU and Mode 1,
which shall not be entitled to borrow from the Pool and PSNH, and North
Atlantic, which may borrow only subject to the conditions set forth in
paragraph 8, will be met by Surplus Funds in the Pool to the extent such
funds are available. NNECO, HWP, RRR, Quinnehtuk, PSNH, North Atlantic,
Select, NUEI, NGC, NGS and HEC may meet their short-term borrowing needs
through Excess Funds made available from NU.
10. Loans will be made first to borrowers that cannot access the commercial
paper market.
11. Members borrowing Surplus Funds will pay interest at a rate equal to the
daily composite Federal funds rate. The rate to be used for weekends and
holidays will be the prior business day's rate. Members borrowing Excess
Funds will pay interest at the same rate that NU pays for those Excess Funds.
12. Loans made by the Pool will be open account advances for periods of
less than 12 months, although the Agent may receive upon demand a promissory
note evidencing the transaction.
13. All loans made by the Pool from Surplus Funds are payable on demand by
the Agent.
14. All loans made by the Pool from Surplus Funds may be prepaid by the
borrower without penalty. No loans from Excess Funds shall be prepaid prior
to the maturity of the NU borrowing that resulted in the Excess Funds, unless
the prepayment can be made without NU incurring additional costs or unless
the prepayment is accompanied by payment of any additional costs incurred by
NU as a result of such prepayment.
15. If there are more Surplus Funds in the Pool than are necessary to meet
the borrowing needs of the members, the Agent will use the Surplus Funds to
meet the NU system's compensating balance requirements or invest them on
behalf of the Pool directly, or indirectly through an investment fund, in one
of the following instruments:
(a) obligations issued or guaranteed by the United States of America;
(b) obligations issued or guaranteed by any person controlled, sponsored
by, or supervised by and acting as an instrumentality of the United States
of America pursuant to authority granted by the Congress of the United
States, including but not limited to the obligations of the Government
National Mortgage Association (GNMA), Student Loan Marketing Association
(SLMA), Federal Home Loan Mortgage Corporation (FHLMC) and Federal National
Mortgage Association (FNMA);
(c) obligations issued or guaranteed by any state or political subdivision
thereof, provided that such obligations are rated for investment purposes
at not less than "A" by Moody's Investors Service, Inc. ("Moody's") or by
the Standard & Poor's Rating Group ("S&P");
(d) certificates of deposit issued or banker's acceptances drawn on and
accepted by commercial banks which are members of the Federal Deposit
Insurance Corporation and which have a combined capital, surplus and
undistributed profits of at least $100,000,000;
(e) commercial paper rated not less than "P-1" by Moody's or not less than
"A-1" by S&P;
(f) repurchase agreements with any commercial or investment bank secured
by obligations issued or guaranteed by the United States of America or an
instrumentality thereof provided collateral is held by a third party; and
(g) such other instruments as are permitted by Rule 40(a)(1) under the Act
and approved by the Massachusetts Department of Public Utilities (the
"DPU") pursuant to Massachusetts General Laws Chapter 164, Section 17A and
the regulations thereunder.
TERMINATION
16. Any member may terminate its participation in the Pool at any time
without notice
Exhibit K.3
SCHEDULE OF FEES, COMMISSIONS AND EXPENSES
FOR TRANSACTIONS PROPOSED IN POST-EFFECTIVE
AMENDMENT NO.13, OTHER THAN AS DESCRIBED THEREIN
Northeast Utilities Service Company
(Legal, Financial, Accounting and Other Services)Not in excess of $20,000
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.
The original Application/Declaration in Northeast Utilities, et. al, File
No. 70-8875 (dated as of June 19, 1996), has been amended thirteen (13) 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, (xii) Post-Effective Amendment No. 10
(Amendment No. 12), dated as of March 3, 1999, and (iii) Post-Effective
Amendment No. 11 (Amendment No. 13), dated as of October 26, 1999.
Please see the application/declaration filed with the Commission by NU and
NGS on August 26, 1999, as amended (File No. 70-9543) concerning the
anticipated investments in EWGs by NU.
