File No. 70-09563
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES
174 Brush Hill Avenue
West Springfield, Massachusetts 01090-0010
(Name of companies filing this statement
and address 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, Connecticut 06141-0270
(Name of address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffrey C. Miller, Esq. David R. McHale
Assistant General Counsel Vice President and Treasurer
Northeast Utilities Service Northeast Utilities Service
Company Company
107 Selden Street 107 Selden Street
Berlin, CT 06037 Berlin, CT 06037
Northeast Utilities (NU) hereby amends its Application/Declaration on
Form U-1 (the Application), File No. 70-09563, as follows:
Item 2. Fees, Commissions and Expenses
The estimated fees and expenses in connection with the proposed
transaction include incidental services in connection with the transactions
to be performed by Northeast Utilities Service Company (a wholly owned
subsidiary of NU) (the Service Company) at the actual cost thereof. The
Service Company is an affiliated service company operating pursuant to
Section 13 of the Act and the Commission's rules thereunder. The cost of
such services is estimated to be approximately $50,000.
The estimate of the approximate amount of fees and expenses payable to
others in connection with the proposed solicitation is as follows:
Counsel fees $ 125,000
Proxy solicitation firm, including disbursements 450,000
Printing and mailing expenses 500,000
Miscellaneous and incidental expenses 50,000
TOTAL $1,125,000
Item 6. Exhibits and Financial Statements
The following exhibits are filed herewith:
B-1 Preliminary Proxy Statement - Filed confidentially with the Office
of Public Utility Regulation on October 18, 1999
F Opinion of Counsel
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned has duly caused this Amendment to be
signed on behalf of it by the undersigned thereunto duly authorized.
Date: January 3, 2000
NORTHEAST UTILITIES
By: /s/Cheryl W. Grise
Cheryl W. Grise
Senior Vice President, Secretary and
General Counsel
EXHIBIT F
OPINION OF COUNSEL
January 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities
File No. 70-09563
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 "Applicant"). This opinion is given to you with respect
to the transactions described in the Application 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 Applicant's Declaration of Trust, as amended to the date of this opinion,
the proceedings of its shareholders and board of trustees 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 Applicant 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 of the Commonwealth of Massachusetts; (c) insofar as any opinion
relates to the Declaration of Trust of NU, I have assumed that the
Declaration of Trust 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 Application will have been
complied with at the time each transaction is consummated.
2. The Applicant is validly organized and duly existing under the laws
of the Commonwealth of Massachusetts;
3. The consummation of the transactions for which the Commission's
approval is sought in the Application will not violate the legal
rights of the holders of any securities issued by the Applicant or
any associate company of the Applicant.
I hereby consent to the use of this opinion in connection with the
filing of this 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
