FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 11
TO
FORM U-1
(AMENDMENT NO. 13)
APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
Northeast Utilities
Western Massachusetts Electric
Company
174 Brush Hill Avenue
West Springfield, MA 01090-0010
Holyoke Water Power Company
Canal Street
Holyoke, MA 01040
The Connecticut Light and Power Company
NU Enterprises, Inc.
Northeast Generation Service Company
Northeast Generation Company
Select Energy, Inc.
Mode 1 Communications, Inc.
107 Selden Street
Berlin, CT 06037
Public Service Company of New Hampshire
North Atlantic Energy
Corporation
1000 Elm Street
Manchester, NH 03015
(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, Esq.
Assistant General Counsel
Northeast Utilities
Service Company
P.O. Box 270
Hartford, CT 06141-0270
David R. McHale
Vice President and Treasurer
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
Richard C. MacKenzie, Esq.
Day, Berry & Howard LLP
185 Asylum Street
CityPlace I
Hartford, CT 06103-0343
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. 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:
- -----------------------------------
*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.
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.
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.
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: September 7, 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: September 7, 1999
THE CONNECTICUT LIGHT AND POWER COMPANY
By:/s/ Randy A. Shoop
Randy A. Shoop
Treasurer
EXHIBIT I.3
PROPOSED FORM OF NOTICE
(Release No. 35 - _______ ; 70 - 8875)
POST EFFECTIVE AMENDMENT NO. 11
TO
FORM U-1
(AMENDMENT NO. 13)
APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________, 1999
Northeast Utilities ("NU"), a public utility holding company
registered under the Public Utility Holding Company Act of 1935, as amended
("the Act"), The Connecticut Light and Power Company ("CL&P"), Public Service
Company of New Hampshire ("PSNH"), Western Massachusetts Electric Company
("WMECO"), and North Atlantic Energy Corporation ("NAEC"), each an electric
utility subsidiary of NU and, collectively with NU, the "Applicants", NU
Enterprises, Inc. ("NUEI"), a sub-holding company over NU's non-utility
subsidiaries, Northeast Generation Company ("NGC"), Northeast Generation
Services Company ("NGS"), Select Energy, Inc. ("SE") and Mode 1
Communications, Inc. ("Mode 1"), each a non-utility subsidiary of NU, and
Holyoke Water Power Company ("HWP") have filed with the Commission a post-
effective amendment (the "Amendment") to their Application/Declaration in
File No. 70-8875 pursuant to the Act. NU and WMECO are located at 174 Brush
Hill Avenue, West Springfield, Massachusetts 01090-0010, CL&P, NUEI, NGC,
NGS, SE, and Mode 1 are located at 107 Selden Street, Berlin, Connecticut
06037, PSNH and NAEC are located at 1000 Elm Street, Manchester, New
Hampshire 03105, and Holyoke Water Power Company is located at 1 Canal
Street, Holyoke, MA 01040.
The Applicants seek Commission authorization to continue to incur
short-term debt on the terms set forth in the Application through and
including December 31, 2000 as authorized by the Commission by Order dated
November 20, 1996 (HCAR No. 35-26612) and Supplemental Orders dated February
11, 1997 (HCAR No. 35-26665), March 25, 1997 (HCAR No. 35-26692), May 29,
1997 (HCAR No. 35-26721), January 16, 1998 (HCAR No. 35-26816) and May 13,
1999 (HCAR No. 35-27004) in this File No. 70-8875. 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 the short-term
borrowings which are the subject of the Amendment.
The Borrowers request 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 following general terms will be applicable to the
financing transactions requested to be authorized. The effective cost of
money on borrowings occurring pursuant to the authorization granted under the
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 the
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 the authorization will be filed under cover of the next
quarterly report under Rule 24.
In addition, 1) WMECO seeks Commission authorization to increase its
short-term borrowing limit from $150 million to $250 million ; and 2) NU
seeks Commission authorization to increase its short-term borrowing limit
from $200 million to $400 million . 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 growing energy industry.
The Amendment and any further amendments thereto are available for
public inspection through the Commission's Office of Public Reference. Any
interested persons wishing to comment or request a hearing on the Amendment
should submit their views in writing by ____________, 1999, to the Secretary,
Securities and Exchange Commission, Washington D.C. 20549, and serve a copy
on the Applicants at the addresses specified above. Proof of service (by
affidavit or, in the case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify specifically
the issues of fact or law that are disputed. A person who so requests will
be notified of any hearing, if ordered, and will receive a copy of any notice
or order issued in this matter. After said date, the Amendment as filed or
as it may be amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
________________________________
Secretary
NORTHEAST UTILITIES PARENT
1.1 PRO FORMA BALANCE SHEET
AS OF JUNE 30, 1999
[CAPTION]
Unaudited
(Thousands of Dollars) PRO FORMA
PRO FORMA GIVING EFFECT
PER BOOK ADJUSTMENTS TO ADJUSTS
----------- ----------- -------------
[S] [C] [C] [C]
ASSETS
Other Property and Investments:
Investments in subsidiary companies,
at equity 2,199,224 0 2,199,224
Investments in transmission companies,
at equity 17,900 17,900
Other, at cost 54 54
---------- ---------- ----------
2,217,178 - 2,217,178
Current Assets:
Cash - 350,000 a),b) 350,000
Notes receivable from affiliated
companies 22,300 22,300
Notes and accounts receivable 571 571
Accounts receivable from affiliated
companies 4,172 4,172
Prepayments 27 27
---------- ---------- ----------
27,070 350,000 377,070
Deferred Charges:
Accumulated deferred incomes taxes 6,160 6,160
Unamoritized debt expense 46 46
Other 2,562 2,562
---------- ---------- ----------
8,768 - 8,768
---------- ---------- ----------
Total Assets 2,253,016 350,000 2,603,016
========== ========== ==========
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock 686,188 0 686,188
Capital surplus, paid in 940,448 940,448
Deferred benefit plan--employee
stock (133,947) (133,947)
Retained earnings 579,449 (32,500) 546,949
Accumulated other comprehensive income 1,524 1,524
---------- ---------- ----------
Total common stockholder's equity 2,073,662 (32,500) 2,041,162
Long-term debt 152,000 152,000
---------- ---------- ----------
Total Capitalization 2,225,662 (32,500) 2,193,162
---------- ---------- ----------
Current Liabilities:
Notes payable to bank - 400,000 a) 400,000
Accounts payable 742 742
Accounts payable to affiliated
companies 3,233 3,233
Long-term debt--current portion 19,000 19,000
Accrued taxes 2,047 (17,500) b) (15,453)
Accrued interest 1,969 1,969
Other 2 2
---------- ---------- ----------
26,993 382,500 409,493
---------- ---------- ----------
Other deferred credits 361 361
---------- ---------- ----------
Total Capitalization and Liabilities $2,253,016 $350,000 $2,603,016
========== ========== ==========
<TABLE
NORTHEAST UTILITIES PARENT
1.2A PRO FORMA INCOME STATEMENT
FOR THE 12 MONTHS ENDED JUNE 30, 1999
[CAPTION]
Unaudited
(Thousands of Dollars)
PRO FORMA
PRO FORMA GIVING EFFECT
PER BOOK ADJUSTMENTS TO ADJUSTS
[C] [C] [C]
Operating Revenues $ 0 $ 0 $ 0
---------- ---------- ----------
Operating Expenses:
Operation expense 6,564 6,564
Federal and state income taxes (8,395) ( 8,395)
Taxes other than income taxes 8 8
---------- ---------- ----------
Total operating expenses (1,823) - (1,823)
---------- ---------- ----------
Operating Income 1,823 - 1,823
---------- ---------- ----------
Other Income / (Loss):
Equity in earnings of subsidiaries(97,350) (97,350)
Equity in earnings of transmission
companies 2,725 2,725
Other, net (2,997) (2,997)
Income taxes (4,776) 17,500 b) 12,724
---------- ---------- ----------
Other loss, net (102,398) 17,500 (84,898)
---------- ---------- ----------
Loss before interest charges (100,575) 17,500 (83,075)
---------- ---------- ----------
Interest Charges:
Interest on long-term debt 15,449 15,449
Other interest 382 50,000 b) 50,382
---------- ---------- ----------
Interest Charges, net 15,831 50,000 65,831
---------- ---------- ----------
Net Loss $116,406) $(32,500) $(148,906)
=========== =========== ===========
<TABLE>
NORTHEAST UTILITIES PARENT
1.2 B PRO FORMA STATEMENT OF RETAINED EARNINGS
AS OF JUNE 30, 1999
<CAPTION>
Unaudited
(Thousand of Dollars)
PRO FORMA
PRO FORMA GIVING EFFECT
PER BOOK ADJUSTMENTS TO ADJUSTS
<S> <C> <C> <C>
Balance at beginning of period 695,846 $ 0 $695,846
Net loss (116,406) (32,500) (148,906)
Miscellaneous elimination adjustment 9 - 9
---------- ---------- ---------
Balance at end of period $579,449 $(32,500) $546,949
========== =========== ==========
</TABLE>
<TABLE
NORTHEAST UTILITIES PARENT
1.2C PRO FORMA CAPITAL STRUCTURE
AS OF JUNE 30, 1999
[CAPTION]
Unaudited
(Thousands of Dollars) PRO FORMA
PRO FORMA GIVING EFFECT
PER BOOK ADJUSTMENTS TO ADJUSTS
[S] [C] [C] [C]
Long-term debt* $ 152,000 $ 0 $ 152,000
Common stock equity 2,073,662 (32,500) 2,041,162
------------ ------------ -----------
Total Capitalization $ 2,225,662 $ (32,500) $ 2,193,162
============ ============ ===========
*Does not include current portion
<TABLE>
NORTHEAST UTILITIES PARENT
1.2D PRO FORMA ADJUSTMENTS TO FINANCIAL
STATEMENTS
<CAPTION>
(THOUSANDS OF DOLLARS)
Debit Credit
<S>
<C> <C>
a) Cash $400,000
Notes Payable to Bank $400,000
To record issuance of additional short-term debt.
b) Other interest $50,000
Accrued Taxes $17,500
Income tax $17,500
Cash
affiliated companies 5,975 5,975
Accrued taxes 934 (8,600) b) (7,666)
Accrued interest 7,790 7,790
Other 12,624 12,624
---------- ---------- ---------
257,874 163,400 421,274
---------- ---------- ---------
Deferred Credits and Other
Long-term Liabilities
Accumulated deferred income
taxes 255,540 255,540
Accumulated deferred investment
tax credits 21,160 21,160
Decommissioning obligation
-- Millstone 1 131,500 131,500
Deferred contractual
obligations 68,498 68,498
Other 23,424 23,424
---------- ---------- -----------
500,122 - 500,122
---------- ---------- -----------
Total Capitalization and
Liabilities $ 1,340,761 $ 150,500 $ 1,491,261
========== ========== ==========
</TABLE>
<TABLE>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
3.2A PRO FORMA INCOME STATEMENT
FOR THE 12 MONTHS ENDED JUNE 30, 1999
<CAPTION>
Unaudited
(Thousands of Dollars)
Pro Forma
Pro Forma Giving Effect
Per Book Adjustments To Adjustments
<S> <C> <C> <C>
Operating Revenues $ 401,999 $ 0 $ 401,999
-------- ---------- ----------
Operating Expenses:
Operation --
Fuel, purchased and net
interchange power 107,942 107,942
Other 134,534 134,534
Maintenance 56,260 56,260
Depreciation 39,470 39,470
Amortization of regulatory
assets, net 8,395 8,395
Federal and state income taxes 8,675 8,675
Taxes other than income taxes 20,304 20,304
--------- ---------- ----------
Total operating expenses 375,580 - 375,580
--------- ---------- ----------
Operating Income 26,419 - 26,419
--------- ---------- ----------
Other Income:
Equity in earnings of regional
nuclear generating companies
and subsidiary company 1,101 1,101
Other, net (2,704) (2,704)
Income taxes 2,819 8,600 b) 11,419
--------- ---------- ----------
Other income, net 1,216 8,600 9,816
--------- ---------- ----------
Income before interest
charges 27,635 8,600 36,235
--------- ---------- ----------
Interest Charges:
Interest on long-term debt 26,734 26,734
Other interest 2,074 21,500 b) 23,574
--------- ---------- ----------
Interest charges, net 28,808 21,500 50,308
--------- ---------- ----------
Net (Loss) / Income $ (1,173) $(12,900) $ 14,073)
=========== ========= ==========
</TABLE>
<TABLE>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
3.2B PRO FORMA STATEMENT OF RETAINED EARNINGS
AS OF JUNE 30, 1999
<CAPTION>
Unaudited
(Thousands of Dollars)
Pro Forma
Pro Forma Giving Effect
Per Book Adjustments To Adjustments
<S> <C> <C> <C>
Balance at beginning of period $ 57,724 $ 0 $ 57,724
Net (loss) / income (1,173) (12,900) (14,073)
Common dividends - - 0
Cash dividends on preferred stock (2,969) - (2,969)
ESOP contribution (6,819) - $6,819)
-------- ---------- ----------
Balance at end of period $ 46,763 $(12,900) $ 33,863
========== ========== ===========
</TABLE>
<TABLE>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
3.2C PRO FORMA CAPITAL STRUCTURE
AS OF JUNE 30, 1999
<CAPTION>
Unaudited
(Thousands of Dollars) Pro Forma
Pro Forma Giving Effect
Per Book Adjustments To Adjustments
<S> <C> <C> <C>
Long-term debt* $ 290,025 $ 0 $ 290,025
Preferred stock not subject
to mandatory redemption 20,000 - 20,000
Preferred stock subject to
mandatory redemption 16,500 - 16,500
Common stock equity 5,296 (12,900) 232,396
-------- ----------- -----------
Total capitalization $ 571,821 $ (12,900) $ 558,921
</TABLE>
