FILE NO. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Northeast Utilities Holyoke Water Power Company
Western Massachusetts Electric Company Canal Street
The Quinnehtuk Company Holyoke, MA 01040
174 Brush Hill Avenue
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
Northeast Nuclear Energy Company
The Rocky River Realty Company
Yankee Energy System, Inc.
107 Selden Street
Berlin, CT 06037
Yankee Energy Services Company HEC Inc.
148 Norton St. 24 Prime Parkway
Milldale CT 06467 Natick, MA 01760
Yankee Gas Services Company R.M. Services, Inc.
Yankee Energy Financial Services Company 639 Research Parkway
NorConn Properties, Inc. Meriden, CT 06467
599 Research Parkway
Meriden, Connecticut 06450
(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
Assistant General Counsel Vice President and Treasurer
Northeast Utilities Northeast Utilities
Service Company Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
ITEM 1
DESCRIPTION OF PROPOSED TRANSACTIONS
Introduction
1. Northeast Utilities ("NU"), a public utility holding company registered
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
and The Connecticut Light and Power Company ("CL&P"), Western Massachusetts
Electric Company ("WMECO"), Public Service Company of New Hampshire ("PSNH"),
Holyoke Water Power Company ("HWP"), Northeast Nuclear Energy Company
("NNECO"), North Atlantic Energy Corporation ("NAEC"), The Rocky River Realty
Company ("RR") and The Quinnehtuk Company ("Quinnehtuk"), each of which is a
wholly-owned subsidiary of NU, NU Enterprises, Inc. ("NUEI"), a wholly owned
nonutility holding company subsidiary of NU and its wholly-owned subsidiaries
Northeast Generation Company ("NGC"), Northeast Generation Service Company
("NGS"), Select Energy, Inc. ("Select"), Mode 1 Communications, Inc. ("Mode
1") and HEC Inc. ("HEC"), and Yankee Energy System, Inc. ("YES"), a wholly-
owned public utility holding company subsidiary of NU and its wholly-owned
subsidiaries Yankee Gas Services, Inc., ("Yankee Gas"), Yankee Financial
Services, Inc. ("Yankee Financial"), Yankee Energy Services Company
("Yesco"), NorConn Properties, Inc. ("NorConn") and R.M. Services, Inc.
("RMS", and together with YES, Yankee Gas, Yankee Financial, Yesco and
NorConn, the "Yankee Companies"), (each of the above companies being an
"Applicant" and collectively referred to herein as the "Applicants") submit
this application/declaration (the "Application") pursuant to Sections 6(a),
7, 9(a), 10 and 12 of the Act and Rules 43, 45 and 52 thereunder with respect
to the extension, from the date of the order requested herein through June
30, 2003 (the "Authorization Period"), of certain authorizations granted by
the Commission in prior Commission orders concerning (a) the issuance of
notes or commercial paper by certain public utility subsidiaries of NU to
evidence short-term borrowings, (b) the respective short-term borrowing
limits of the public utility subsidiaries of NU and (c) participation by the
Applicants in the NU System Money Pool as described herein.
2. By order dated December 28, 1994 (HCAR No. 26207) and Supplemental
Orders dated November 20, 1996 (HCAR 26612), February 11, 1997 (HCAR 26665),
March 25, 1997 (HCAR 26692), May 29, 1997 (HCAR 26721), January 16,1998 (HCAR
26816), May 13, 1999 (HCAR 27022) and November 17, 1999 (HCAR 27103,
collectively, the "8875 Orders"), (a) NU, CL&P, WMECO, PSNH, HWP, NNECO and
NAEC are currently authorized to make unsecured short-term borrowings,
subject to certain limits, through December 31, 2000 and (b) all of the
Applicants, other than the Yankee Companies, are authorized to participate in
the money pool for companies in the Northeast Utilities System (the "NU
System Money Pool"), as more fully described in the application-declaration
on Form U-1, as amended, in File No. 70-8875. On April 27, 2000, NU filed a
post-effective amendment in this file seeking (i) authorization for the
Yankee Companies to participate in the NU System Money Pool, (ii)
authorization for YES and Yankee Gas to incur short-term debt and (iii) the
elimination of short-term debt limits for the nonutility companies. An order
(the "Yankee Order") is expected from the Commission shortly but had not been
issued at the time of this filing. <FN1>
_______________
<FN1> On October 12, 1999, NU and Consolidated Edison, Inc. ("CEI") entered
into an Agreement and Plan of Merger whereby the two companies agreed to
merge and NU will become a wholly-owned subsidiary of CEI. An
application/declaration on Form U-1 concerning the merger is pending before
the Commission (see File No. 9613, as amended). In addition, NU and CEI
filed an Application/Declaration on Form U-1 on June 30, 2000 concerning the
financing activities of the combined companies subsequent to the closing of
the merger (see File No. 9711). Among the authorizations requested in file
9711 are short-term debt authorizations and money pool authorization similar,
insofar as they relate to the NU System, to the request being made in this
file. This Application is being made in the event the merger with CEI does
not occur prior to the expiration of the 8875 Orders. In the event the
merger closes prior to December 31, 2000, this Application will be withdrawn.
In the event the merger closes after December 31, 2000, the Order issued in
this file will be superseded by the Order issued in File No. 9711 when and if
issued.
___________
Short-term Borrowing
3. In this Application-Declaration, the Applicants seek an order of the
Commission modifying and extending through the Authorization Period the
authorization granted in the 8875 Orders for the short-term borrowing
arrangements of NU, CL&P, WMECO, PSNH, HWP, NNECO and NAEC, and, assuming the
Yankee Order is issued, YES and Yankee Gas (collectively the "Borrowers").
In order to consolidate all orders authorizing financing under one file, the
Applicants propose that the Order of the Commission sought herein will
supersede the 8875 Orders, including the Yankee Order, as of the date of such
Order. The short-term borrowings for 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 ("Short-term
Notes"), commercial paper issuances ("Commercial Paper"), loans or open-
account advances by NU to certain of its subsidiaries and use of the NU
System Money Pool.
4. Short-term Notes. 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 500 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.
Borrowings from banks and other financial institutions may be either
unsecured or secured, which security may involve first mortgage bonds or
other appropriate collateral. 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 new note or loan agreement executed pursuant to
this Authorization will be filed under cover of the next quarterly report
under Rule 24.
5. Commercial Paper. NU, CL&P and WMECO, Yankee Gas and PSNH (each an
"Issuer") request authority to sell Commercial Paper through the
Authorization Period. Such Commercial Paper may be issued through The
Depository Trust Company in the form of book entry notes in denominations of
not less than $50,000, of varying maturities, with no maturity more than 270
days after the date of issue. The Commercial Paper will not be repayable
prior to maturity. The Commercial Paper will be sold through a placement
agent or agents in a co-managed commercial paper program pursuant to a
placement agent agreement at either the discount rate per annum or the
interest rate per annum prevailing at the date of issuance for commercial
paper of comparable quality and of the particular maturity sold by public
utility issuers thereof. No Commercial Paper will be issued unless the
Issuer believes that the effective interest cost to the Issuer will be equal
to or less than the effective interest rate at which the Issuer could issue
Short-Term Notes in an amount at least equal to the principal amount of such
Commercial Paper. The placement agent or agents will receive a commission
for the sale of the Commercial Paper of not more than 1/8 of 1% per annum, on
a discounted basis. The Issuers will publicly issue and sell commercial paper
without registration under the Securities Exchange Act of 1933 in reliance
upon one or more applicable exemptions from registration thereunder.
6. Use of Proceeds. The proceeds from the short-term borrowings authorized
by the Commission pursuant to this Application will be used for (i) general
corporate purposes, including investments by and capital expenditures of NU
and its subsidiaries, including, without limitation, the funding of future
investments in exempt wholesale generators ("EWG"), Foreign Utility Companies
("FUCO"), Rule 58 Subsidiaries, and exempt telecommunications companies
("ETC"), (ii) the repayment, redemption, refunding or purchase by NU or any
subsidiary of any of its own securities from non-affiliates pursuant to Rule
42, and (iii) financing working capital requirements of NU and its
subsidiaries.
7. NU represents that no financing proceeds will be used to acquire the
securities of, or other interests in, any company unless such acquisition has
been approved by the Commission in a separate proceeding or is in accordance
with an available exemption under the Act or rules thereunder, including
Sections 32 and 33 and Rules 53, 54 and 58. NU states that the aggregate
amount of proceeds of financing approved by the Commission in this proceeding
used to fund investments in EWGs and FUCOs will not, when added to NU's
"aggregate investment" (as defined in Rule 53) in all such entities at any
point in time, exceed 50% of NU's average "consolidated retained earnings"
(also as defined in Rule 53), except as may already be authorized by the
Commission in HCAR 27148 (March 7, 2000), without further Commission
authorization. Further, NU represents that proceeds of financing utilized to
fund investments in Rule 58 Subsidiaries will adhere to the limitations of
that rule.
Money Pool
8. By the 8875 Orders, NU, CL&P, WMECO, PSNH, HWP, NNECO, NAEC, RR,
Quinnehtuk, NUEI, NGC, NGS, Select, Mode 1 and HEC, and, assuming the Yankee
Order is issued, YES, Yankee Gas, Yankee Financial, Yesco, NorConn and RMS
(the "Pool Participants") were authorized to participate in the NU System
Money Pool. In this Application-Declaration, the Applicants seek an Order of
the Commission modifying and extending through the Authorization Period the
authorization granted in the 8875 Orders and the Yankee Order for their money
pool participation and, in order to consolidate all orders authorizing the NU
System Money Pool under one file, the Applicants propose that the
authorization for the current NU System Money Pool in the 8875 Orders,
including the Yankee Order, be superseded by the Order of the Commission
sought herein as of the date of such Order. The NU System Money Pool is
administered on behalf of the Applicants 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 received from Pool Participants, including NU. In addition to
surplus funds, funds borrowed by NU through the issuance of short-term notes
or other borrowings, or by the selling of commercial paper are a source of
funds for making loans or open account advances to certain of its
subsidiaries through the NU System Money Pool. The amounts to be borrowed by
NU for the purpose of making open account advances or to be lent through the
NU System Money Pool to the Pool Participants will be subject to the limits
on the aggregate short term debt outstanding for which approval is sought in
this filing.
9. NU System Money Pool transactions will be designed to match, on a daily
basis, the available cash of the Pool Participants and the short-term
borrowing requirements of certain Pool Participants (other than NU, YES, NGC
and Mode 1 which will not participate as borrowers), thereby minimizing the
need for short-term borrowings to be made by the Pool Participants from
external sources. NU and YES, as public utility holding companies, Mode 1,
as an ETC, and NGC, as NU's only EWG, will not be permitted to borrow through
the NU System Money Pool. Those Pool Participants in the NU System Money
Pool without access to external borrowing facilities will have priority as
borrowers from the NU System Money Pool, and all Pool Participants, other
than YES, Mode 1 and NGC, will be eligible to borrow through the NU System
Money Pool from the proceeds of external borrowings by NU.
10. The funds available to the NU System Money Pool will be loaned on a
short-term basis to those Pool Participants, other than NU, YES, Mode 1 and
NGC, that have a need for short-term funds, subject to certain limitations
described therein. If no such short-term needs match the amount of funds
that are available for the period such funds are available, NUSCO will invest
the funds directly, or indirectly through investment funds, as described
below and allocate the earnings on any such investments among the Pool
Participants providing such excess funds on a pro rata basis according to the
amount of the funds provided:
(i) interest-bearing accounts with banks;
(ii) obligations issued or guaranteed by the U.S. government and/or its
agencies and instrumentalities, including obligations under
repurchase agreements;
(iii) obligations issued or guaranteed by any state or political
subdivision thereof, provided that such obligations are rated not
less than "A" (or "A-1" or "P-1" or their equivalent for short term
debt) by a nationally recognized rating agency;
(iv) commercial paper rated not less than "A-1" or "P-1" or their
equivalent by a nationally recognized rating agency;
(v) moneymarket funds;
(vi) bank certificates of deposit,
(vii) Eurodollar funds; and
(viii) such other investments as are permitted by Section 9(c) of the Act
and Rule 40 thereunder and, with respect to contributions of WMECO,
approved by the Massachusetts Department of Telecommunications and
Energy ("MDTE") pursuant to Massachusetts General Laws Chapter 164,
Section 17A and the regulations thereunder.
11. PSNH is currently prohibited, by order of the New Hampshire Public
Utilities Commission (the "NHPUC"), from lending funds to the NU System Money
Pool. PSNH has recently requested that the NHPUC remove such restriction.
In addition, PSNH and NAEC are not entitled to borrow through the NU System
Money Pool funds that are attributable to contributions from WMECO unless and
until the MDTE has issued an order authorizing WMECO to lend funds to PSNH or
NAEC, as the case may be, through the NU System Money Pool.
12. The Applicants request that the Commission reserve jurisdiction over any
PSNH contributions to the NU System Money Pool and any borrowings by PSNH and
NAEC of NU System Money Pool funds attributable to contributions thereto by
WMECO, until such time as the appropriate state commission has issued an
order authorizing such contributions or borrowings. In the event that such
an order is received, the Applicants will file an amendment herein seeking
the necessary Commission approval.
13. All borrowings from and contributions to the NU System Money Pool,
including the open account advances, will be documented and will be evidenced
on the books of each Pool Participant that is borrowing from or contributing
surplus funds to the NU System Money Pool. Any participant contributing
funds to the NU System Money Pool may withdraw those funds at any time
without notice to satisfy its daily need for funds. Except for loans from
the proceeds of external borrowings by NU, all loans will be payable on
demand, may be prepaid by any borrowing Pool Participant at any time without
premium or penalty and will bear interest for both the borrower and lender,
payable monthly, equal to the daily Federal Funds Effective Rate as quoted by
the Federal Reserve Bank of New York. Loans from the proceeds of external
borrowings by NU will bear interest at the same rate paid by NU on its
borrowings, and no such loans may be prepaid unless NU is made whole for any
additional costs that may be incurred because of such prepayment. NU will be
fully reimbursed for all costs that it incurs in relation to loans made to
the Pool Participants. See Exhibit A, Proposed Terms of NU System Money Pool.
Proposed Limits on Short-Term Debt
14. NU, CL&P, WMECO, PSNH, HWP, NNECO, NAEC, YES and Yankee Gas also seek an
extension of the authorization granted by the Commission in the 8875 Orders
and, assuming the Yankee Order issues, in the Yankee Order, of their short-
term borrowing limits, as set forth below, through the Authorization Period.
The aggregate amount of short-term debt requiring Commission approval that
will be outstanding at any one time, whether evidenced by short-term notes
issued to lending institutions or by commercial paper or through borrowings
from the NU System Money Pool pursuant to the authority requested in this
Application are as follows:
Company Aggregate Limits
NU $400 Million
CL&P $375 Million
WMECO $250 Million
PSNH $225 Million
HWP $ 5 Million
NAEC $ 260 Million
NNECO $ 75 Million
YES $ 50 Million
Yankee Gas $100 Million
15. The aggregate amount of unsecured short-term debt that can be incurred
by CL&P and WMECO is further restricted by the provisions in their respective
charters concerning their respective preferred stocks. CL&P and WMECO each
have authorization from the holders of their respective preferred stocks
(through March 31, 2004 in the case of CL&P and through February 10, 2004 in
the case of WMECO) to issue securities representing unsecured indebtedness up
to a maximum of 20% of their respective capitalizations. Based on their
respective capitalizations as of June 30, 2000, CL&P is limited to an
additional $230 million of unsecured indebtedness through short-term debt and
WMECO is limited to approximately $ 94 million. In addition, the aggregate
amount of short-term debt that can be incurred by PSNH and NAEC is further
restricted by New Hampshire Statute and Regulations to an amount equal to 10%
of each company's respective net fixed plant without further New Hampshire
Public Utilities Commission (the "NHPUC") approval. Based on PSNH's net
fixed plant as of June 30, 2000, PSNH is limited to approximately $68.6
million of indebtedness through short-term debt. Based on NAEC's net fixed
plant as of June 30, 2000, NAEC is limited to approximately $53.3 million of
indebtedness through short-term debt. As a consequence of their respective
short-term limitations, therefore, CL&P, WMECO, PSNH and NAEC would not now
be able to have unsecured short-term debt outstanding up to their respective
maximum limit for which authorization is requested in this Application.
However, to the extent their respective restrictive provisions may eventually
permit (or to the extent CL&P, WMECO, PSNH or NAEC wish to issue short-term
debt which is secured and therefore not subject to the above restrictions),
CL&P, WMECO, PSNH and NAEC wish to have the flexibility to borrow up to their
respective requested maximums during the period for which short-term
borrowing authorization is sought in this Application. Additionally, NAEC
has filed a petition at the NHPUC seeking a short-term debt limit of $260
million to accommodate a $200 million 364-day term loan and $60 million for
working capital purposes. This debt issued under NHPUC authorization will be
exempt from Commission authorization under Rule 52(a). PSNH currently has no
such order and is not applying to the NHPUC for one.
16. Subject to the applicable maximum limits, the Applicants intend to
renew and extend current short-term borrowings as they mature, to refund such
short-term borrowings with other similar short-term borrowings, to repay such
short-term borrowings or to increase the amount of their short-term
borrowings from time to time.
17. Assuming that the Yankee Order issues, the Applicants request that there
continue to be no limits placed on the NU System Money Pool borrowings of RR,
Quinnehtuk, HEC, NUEI, Select, NGS, Yankee Financial, Yesco, RMS and NorConn,
each a nonutility company, as authorized by the Commission in such order.
ITEM 2
FEES, COMMISSIONS AND EXPENSES
18. The fees, commissions and expenses of the Applicants expected to be paid
or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Northeast Utilities Service Company
(Legal, Financial, Accounting and
Other Services) Not in excess of $10,000
ITEM 3
APPLICABLE STATUTORY PROVISIONS
19. The Applicants believe that Sections 6, 7, 9(a), 10 and 12 of the Act
and Rules 43, 45 and 52 thereunder are applicable to the transactions
contemplated by this Application.
20. Within 45 days after the end of each calendar quarter, the Applicants
will file certificates of partial consummation describing their borrowings
through the NU System Money Pool and the issue and sale of short-term notes
and commercial paper during that quarter pursuant to the authority requested
herein. Such certificates will show the names of the borrowers, the dates
and amounts of all new borrowings, the names of the lenders, the maximum
amount of notes outstanding to lending institutions and the NU System Money
Pool and the total amount of notes outstanding to lending institutions and
the NU System Money Pool at the end of the quarter.
ITEM 4
REGULATORY APPROVALS
21. The approval of the MDTE is required pursuant to C.164, Section 17A of
the Massachusetts General Laws for the participation of WMECO in the NU
System Money Pool. The MDTE granted such approval on October 29, 1986. As
explained above, the approval of the MDTE will be required under
Massachusetts General Laws C.164, Section 17A before PSNH or NAEC can borrow
NU System Money Pool funds attributable to contributions by WMECO. WMECO has
not yet requested that authorization. Until that authorization is granted,
PSNH and NAEC may not borrow through the NU System Money Pool from funds
attributable to WMECO
22. PSNH is currently prohibited by the NHPUC from contributing funds to the
NU System Money Pool. The NHPUC approved NAEC's participation in the NU
System Money Pool in an order dated March 19, 1992. In addition, neither PSNH
nor NAEC may issue short-term debt in excess of 10% of each company's
respective net utility plant without NHPUC Commission and NAEC has recently
requested NHPUC approval for a $260 short-term debt limit. PSNH does not
have, and is not currently requesting, such an order.
23. To the extent CL&P issues secured debt, the granting of such security
will be subject to an order from the DPUC.
ITEM 5
PROCEDURE
24. The Applicants hereby request that the Commission publish a notice under
Rule 23 with respect to the filing of this Application as soon as practicable
and that the Commission's order be issued as soon as possible. A form of
notice suitable for publication in the Federal Register is attached hereto as
Exhibit h.1. The Applicants respectfully request the Commission's approval,
pursuant to this Application, of all transactions described herein, whether
under the sections of the Act and Rules thereunder enumerated in Item 3 or
otherwise. It is further requested that the Commission issue an order
authorizing the transactions proposed herein at the earliest practicable date
but in any event not later than [November 1], 2000. Additionally, the
Applicants (i) request that there not be any recommended decision by a
hearing officer or by any responsible officer of the Commission, (ii) consent
to the Office of Public Utility Regulation within the Division of Investment
Management assisting in the preparation of the Commission's decision, and
(iii) waive the 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective, since it
is desired that the Commission's order, when issued, become effective
immediately.
Other Matters
25. 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 EWG or a FUCO. None of the proceeds from the
transactions proposed herein will be used by NU and its subsidiaries to
acquire any securities of, or any interest in, an EWG or a FUCO.
26. NU currently meets all of the conditions of Rule 53(a),except for clause
(1). At June 30, 2000, NU's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or
approximately 76.3% of NU's average "consolidated retained earnings," also as
defined in Rule 53(a)(1), for the four quarters ended June 30, 2000 ($615.3
million). With respect to Rule 53(a)(1), however, the Commission has
determined that NU's financing of its investment in Northeast Generation
Company ("NGC"), NU's only current EWG or FUCO in an amount greater than the
amount that would otherwise be allowed by Rule 53(a)(1) would not have either
of the adverse effects set forth in Rule 53(c). See Northeast Utilities,
Holding Company Act Release No. 27148, dated March 7, 2000. NU continues to
assert that its EWG investment in NGC will not adversely affect the System.
27. In addition, NU and its subsidiaries are in compliance with the other
provisions of Rule 53(a) and (b), as demonstrated by the following
determinations:
(i) NGC maintains 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;
(ii) No employees of NU's public utility subsidiaries have rendered
services to NGC;
(iii) 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 the Form U5S and Exhibits G and H thereof to each state
regulator having jurisdiction over the retail rates of NU's public
utility subsidiaries;
(iv) Neither NU nor any subsidiary has been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been confirmed
in such proceeding;
(v) NU's average CREs for the four most recent quarterly periods have not
decreased by 10% or more from the average for the previous four
quarterly periods; and
(vi) In the previous fiscal year, NU did not report operating losses
attributable to its investment in EWGs/FUCOs exceeding 3 percent of
NU's consolidated retained earnings.
ITEM 6
EXHIBITS AND FINANCIAL STATEMENTS
28. The following additional exhibits and financial statements are filed
herewith:
(a) Exhibits
A Proposed Terms of the NU Money Pool (Revised
September 2000)
F Opinion of Counsel*
G Financial Data Schedule*
H Form of Notice*
(b) Financial Statements*
* To be filed by Amendment
ITEM 7
INFORMATION AS TO ENVIRONMENTAL EFFECTS
28. None of the matters that are the subject of this Application involve
a "major federal action" nor do they "significantly affect the quality of the
human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act. None of the proposed transactions that
are the subject of this Application will result in changes in the operation
of the Applicants that will have an impact on the environment. The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the Applicants have duly caused this Application-Declaration to be
signed on their behalf by the undersigned thereunto duly authorized.
Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Holyoke Water Power Company
Northeast Nuclear Energy Company
North Atlantic Energy Corporation
The Rocky River Realty Company
The Quinnehtuk Company
NU Enterprises, Inc.
Northeast Generation Company
Northeast Generation Service Company
Select Energy, Inc.
Mode 1 Communications, Inc.
HEC Inc.
Yankee Energy System, Inc.
Yankee Gas Services, Inc.
Yankee Financial Services, Inc.
Yankee Energy Services Company
NorConn Properties, Inc.
R.M. Services, Inc.
By: /s/ David R. McHale - Vice President and Treasurer
Northeast Utilities Service Company as Agent for
all of the above named companies
