<PAGE>
File No. 70-8383
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Amendment No. 2
To
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NARRAGANSETT ENERGY RESOURCES COMPANY
280 Melrose Street
Providence, Rhode Island 02901
(Name of Company filing This Statement and
Address of Principal Executive Offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Michael E. Jesanis Kirk L. Ramsauer
Treasurer Assistant General Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and address of agents for service)
<PAGE>
Form U-1 Application/Declaration dated March 14, 1994,
(Commission's File No. 70-8383), relating to the issue and sale
of one or more long-term notes, is hereby further amended as
follows:
By Supplying the Following Exhibits:
F: Opinion of Counsel
G: Schedule of Fees and Expenses
By Supplying the Following Financial Statements:
1-a Balance sheet of Narragansett Energy Resources Company
as of December 31, 1993, actual and pro forma.
1-b Balance sheet of NEES and subsidiaries consolidated as
of December 31, 1993, actual and proforma.
2-a Statement of Income and Retained Earnings of
Narragansett Energy Resources Company for the twelve
months ended December 31, 1993, actual and pro forma.
2-b Statement of Income and Retained Earnings of NEES and
subsidiaries consolidated for the twelve months ended
December 31, 1993, actual and pro forma.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 2 (Commission's File No. 70-8383) to be signed on
its behalf, as indicated, by the undersigned officer thereunto
duly authorized.
NARRAGANSETT ENERGY RESOURCES COMPANY
s/John G. Cochrane
By: ________________________________
John G. Cochrane
Treasurer
Date: April 21, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
F Opinion of Counsel Filed herewith
G Schedule of Fees and Expenses Filed herewith
1-a Balance sheet of Narragansett Filed herewith
Energy Resources Company as of
December 31, 1993, actual and
pro forma
1-b Balance sheet of NEES and Filed herewith
subsidiaries consolidated as of
December 31, 1993, actual and
pro forma
2-a Statement of Income and Retained Filed herewith
Earnings of Narragansett Energy
Resources Company for the twelve
months ended December 31, 1993,
actual and pro forma
2-b Statement of Income and Retained Filed herewith
Earnings of NEES and subsidiaries
consolidated for the twelve months
ended December 31, 1993, actual
and pro forma
<PAGE>
Exhibit F
=========
April 20, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Narragansett Energy Resources Company
File No. 70-8383
Dear Commissioners:
Narragansett Energy Resources Company (the "Company") is a
Rhode Island corporation. New England Electric System ("NEES"),
a Massachusetts voluntary association, owns all of the Company's
common stock. NEES is a registered holding company under the
Public Utilities Company Holding Act of 1935 ("the Act"). The
Company is an electric utility company as defined in the Act.
The Company has requested authority to issue and sell one or
more long-term notes in an aggregate principle amount not to
exceed $30 million ("the Note") through the end of 1995 for a
term not to exceed 17 years. The Note will be issued pursuant to
a Note Agreement ("Note Agreement"). Directors' votes are
required to authorize the issue of the Note and the specific
terms of the Note Agreement.
Based on the foregoing and subject to necessary action by
the Board of Directors of the Company, as well as appropriate
actions by your Commission under the Act, it is my opinion that
in the event the proposed transaction is consummated in
accordance with the statements of the Company on Form U-1, as
amended:
(a) All state laws applicable to the proposed transaction
will have been complied with;
(b) The Company is validly organized and duly existing;
(c) The Note issued pursuant to the Note Agreement will be
a valid and binding obligation of the Company in
accordance with its terms, subject to laws of general
application of rights and remedies of creditors.
<PAGE>
Securities and Exchange Commission
Page Two
April 20, 1994
(d) Consummation of the proposed transaction will not
violate the legal rights of the holders of any
securities issued by the Company or any associate
company thereof.
I hereby consent to the use of this Opinion as part of the
statement on Form U-1, as amended, filed by the Company with the
Securities & Exchange Commission in connection with the proposed
transaction.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Attorney for
Narragansett Energy Resources Company
<PAGE>
Exhibit G
=========
Schedule of Estimated Fees and Expenses in Connection
with the Proposed Issue and Sale of
$30 Million Narragansett Energy Resources Company Notes
Fee for filing under the 1935 Act $ 2,000
Services of NEPSCO*:
Executive and Administrative Department 1,000
Corporate Department (including attorneys) 17,500
Treasury Department (including accountants) 10,500
Other Departments 1,000
________
$ 30,000
Services of Financial Advisor** 100,000
Services of Counsel for the Purchasers 55,000
Miscellaneous 13,000
========
Total $200,000
___________________
* New England Power Service Company (NEPSCO) is an affiliated
service company operating pursuant to the provisions of
Section 13 of the Act and the Commission's rules thereunder.
The services of NEPSCO are performed at the actual cost
thereof.
**The services of a Financial Advisor may be needed for the
issue and sale of the notes.
<PAGE>
<TABLE>
Exhibit 1-a
Sheet 1 of 2
NARRAGANSETT ENERGY RESOURCES COMPANY
Balance Sheet
At December 31, 1993
(Actual and Pro Forma)
(Unaudited)
ASSETS
------
<CAPTION>
Actual AdjustmentsPro Forma
------ --------------------
(In Thousands)
<S> <C> <C> <C>
Equity investments $39,973 $39,973
------- -------- -------
Current assets:
Cash 12 12
Temporary cash investments-affiliated companies 5,100 5,100
Interest and dividends receivable (including
$14,000 from affiliates) 15 15
Prepayments 48 48
------- -------- -------
Total current assets 5,175 5,175
------- -------- -------
$45,148 $45,148
======= ======== =======
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock and related premium, par value $1 per share,
authorized 8,000 shares, outstanding $25 shares$ 25 $ 25
Other paid-in capital 38,140 $(30,000) 8,140
Retained earnings 609 609
------- -------- -------
Total common equity 38,774 (30,000) 8,774
Long-term notes 30,000 30,000
------- -------- -------
Total capitalization 38,774 $ -0- 38,774
------- -------- -------
Current liabilities:
Accounts payable (including $2,000 to affiliates) 13 13
Accrued taxes 372 372
Dividends payable 1,000 1,000
------- -------- -------
Total current liabilities 1,385 1,385
------- -------- -------
Deferred federal income taxes 1,648 1,648
Unamortized investment tax credits 2,212 2,212
Other deferred credits 1,129 1,129
------- -------- -------
$45,148 $45,148
======= ======== =======
</TABLE>
<PAGE>
Exhibit 1-a
Sheet 2 of 2
NARRAGANSETT ENERGY RESOURCES COMPANY
The pro forma adjustments to show the estimated effect of the proposed
transactions on the foregoing Balance Sheet at December 31, 1993 are as
follows:
Debit - Other paid-in capital $30,000,000
Credit - Long-term notes $30,000,000
To reflect (1) the proposed issue and sale of New Notes, and (2) the
utilization of the proceeds from the New Note issue for the return of capital
to the parent company.
<PAGE>
<TABLE>
Exhibit 1-b
Sheet 1 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At December 31, 1993
(Actual and Pro Forma)
(Unaudited)
ASSETS
------
<CAPTION>
Actual Adjustments Pro Forma
------ ----------- ---------
(In Thousands)
<S> <C> <C> <C>
Utility plant, at original cost $4,661,612 $4,661,612
Less accumulated provisions for depreciation
and amortization 1,511,271 1,511,271
---------- -------- ----------
3,150,341 3,150,341
Net investment in Seabrook 1 under rate settlement 103,344 103,344
Construction work in progress 228,816 228,816
---------- -------- ----------
Net utility plant 3,482,501 3,482,501
---------- -------- ----------
Oil and gas properties, at full cost 1,220,110 1,220,110
Less accumulated provision for amortization 884,837 884,837
---------- -------- ----------
Net oil and gas properties 335,273 335,273
---------- -------- ----------
Investments:
Nuclear power companies, at equity 46,342 46,342
Other subsidiaries, at equity 44,676 44,676
Other investments, at cost 28,836 28,836
---------- -------- ----------
Total investments 119,854 119,854
---------- -------- ----------
Current assets:
Cash 2,876 2,876
Accounts receivable, less reserves of $14,551,000 275,020 275,020
Unbilled revenues 43,400 43,400
Fuel, materials, and supplies, at average cost 74,314 74,314
Prepaid and other current assets 69,004 69,004
---------- -------- ----------
Total current assets 464,614 464,614
---------- -------- ----------
Accrued Yankee Atomic costs 103,501 103,501
Deferred charges and other assets 290,135 290,135
---------- -------- ----------
$4,795,878 $4,795,878
========== ======== ==========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Outstanding - 64,969,652 shares $ 64,970 $ 64,970
Paid-in capital 736,823 736,823
Retained earnings 728,075 728,075
---------- -------- ----------
Total common share equity 1,529,868 1,529,868
Minority interests in consolidated subsidiaries 55,855 55,855
Cumulative preferred stock of subsidiaries 147,528 147,528
Long-term debt 1,511,589 $ 30,000 1,541,589
---------- -------- ----------
Total capitalization 3,244,840 30,000 3,274,840
---------- -------- ----------
Current liabilities:
Long-term debt due within one year 12,920 12,920
Short-term debt 71,775 (30,000) 41,775
Accounts payable 128,342 128,342
Accrued taxes 10,332 10,332
Accrued interest 23,278 23,278
Dividends payable 36,950 36,950
Other current liabilities 153,812 153,812
---------- -------- ----------
Total current liabilities 437,409 $(30,000) 407,409
---------- -------- ----------
Deferred federal and state income taxes 705,026 705,026
Unamortized investment tax credits 99,355 99,355
Accrued Yankee Atomic costs 103,501 103,501
Other reserves and deferred credits 205,747 205,747
---------- -------- ----------
$4,795,878 $4,795,878
========== ======== ==========
</TABLE>
<PAGE>
Exhibit 1-b
Sheet 2 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
The pro forma adjustments to show the estimated effect of the proposed
transactions on the foregoing Balance Sheet at December 31, 1993 are as
follows:
Debit - Short-term debt $30,000,000
Credit - Long-term debt $30,000,000
To reflect (1) the proposed issue and sale of New Notes, and (2) the
utilization of the proceeds from the New Note issue to reduce short-term debt.
<PAGE>
<TABLE>
Exhibit 2-a
Sheet 1 of 2
NARRAGANSETT ENERGY RESOURCES COMPANY
Statement of Income
Year Ended December 31, 1993
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
Actual Adjustments Pro Forma
------ ----------- ---------
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of generating companies $ 8,150 $ 8,150
Other income (expenses) - net 83 83
------- ------- -------
Total income 8,233 8,233
------- ------- -------
Expenses:
Operation expenses 83 83
Interest on long-term notes $ 3,600 3,600
Taxes, other than income 7 7
Income taxes 2,780 (1,260) 1,520
------- ------- -------
Total expenses 2,870 2,340 5,210
------- ------- -------
Net income $ 5,363 $(2,340) $ 3,023
======= ======= =======
Statement of Retained Earnings
(Actual)
Retained earnings at beginning of year $ 746
Net income 5,363
Dividends declared on common stock (5,500)
-------
Retained earnings at end of year $ 609
=======
</TABLE>
<PAGE>
Exhibit 2-a
Sheet 2 of 2
NARRAGANSETT ENERGY RESOURCES COMPANY
The pro forma adjustments to show the estimated effect of the proposed
transactions as applied to the foregoing Statement of Income for the twelve
months ended December 31, 1993 are as follows:
Increase - Interest on long-term notes $3,600,000
Interest calculated on $30,000,000 principal amount of New Note issue at
assumed interest rate of 12 percent.
Decrease - Income taxes - federal $1,260,000
To reflect the tax effect as a result of the above adjustment.
<PAGE>
<TABLE>
Exhibit 2-b
Sheet 1 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Statement of Consolidated Income
Year Ended December 31, 1993
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
Actual Adjustments Pro Forma
------ ----------- ---------
(In Thousands)
<S> <C> <C> <C>
Operating revenue $2,233,978 $2,233,978
---------- ------- ----------
Operating expenses:
Fuel for generation 227,182 227,182
Purchased electric energy 527,307 527,307
Other operation 492,079 492,079
Maintenance 146,219 146,219
Depreciation and amortization 296,631 296,631
Taxes, other than income 120,493 120,493
Income taxes 121,124 $(1,260) 119,864
---------- ------- ----------
Total operating expenses 1,931,035 (1,260) 1,929,775
---------- ------- ----------
Operating income 302,943 1,260 304,203
Other income:
Allowance for equity funds used during
construction 3,795 3,795
Equity in income of generating companies 11,016 11,016
Other income (expense) - net (1,154) (1,154)
---------- ------- ----------
Operating and other income 316,600 1,260 317,860
---------- ------- ----------
Interest
Interest on long-term debt 100,777 3,600 104,377
Other interest 9,809 9,809
Allowance for borrowed funds used during
construction (2,816) (2,816)
---------- ------- ----------
Total interest 107,770 3,600 111,370
---------- ------- ----------
Income after interest 208,830 (2,340) 206,490
Preferred dividends of subsidiaries 10,585 10,585
Minority interests 8,022 8,022
---------- ------- ----------
Net income $ 190,223 $(2,340) $ 187,883
========== ======= ==========
Statement of Retained Earnings
(Actual)
Retained earnings at beginning of year $ 684,132
Net income 190,223
Dividends declared on common shares (144,233)
Premium on redemption of preferred
stock of subsidiaries (2,047)
---------
Retained earnings at end of year $ 728,075
=========
</TABLE>
<PAGE>
Exhibit 2-b
Sheet 2 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
The pro forma adjustments to show the estimated effect of the proposed
transactions as applied to the foregoing Statement of Income for the twelve
months ended December 31, 1993 are as follows:
Increase - Interest on long-term notes $3,600,000
Interest calculated on $30,000,000 principal amount of a New Note issue at
assumed interest rate of 12 percent.
Decrease - Income taxes - federal $1,260,000
To reflect the tax effect as a result of the above adjustment.
