File No.: 70-8441
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
APPLICATION/DECLARATION
on
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
THE ORGANIZATION AND FINANCING OF A
WHOLLY-OWNED SUBSIDIARY
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the "ACT")
EUA COGENEX CORPORATION
Boott Mills South, 100 Foot of John Street,
Lowell, Massachusetts 01852
(Name of company or companies filing this statement and addresses of
principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company parent
of each applicant or declarant)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. Box 2333
Boston, Massachusetts 02107
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
ARTHUR I. ANDERSON, P.C.
McDermott Will & Emery
75 State Street
Boston, Massachusetts 02109
Sections II.A, II.B and III.B of Item 1 of EUA Cogenex Corporation's
Application-Declaration on Form U-1 are hereby amended and restated in their
entirety to read as follows:
II. Proposed Activities and/or Transactions
A. Formation of "EUA Cogenex-Canada". EUA Cogenex hereby requests
authorization to form, acquire the capital stock of and finance a direct
wholly-owned subsidiary to be incorporated on or before December 31, 1996
under the laws of Canada ("EUA Cogenex-Canada"). EUA Cogenex would initially
subscribe to 100 shares of the common stock of EUA Cogenex-Canada at a
subscription price of $1.00 per share. As the sole stockholder of EUA
Cogenex-Canada, EUA Cogenex would prepare and file a Stockholder's Declaration
pursuant to Section 146 of the Canada Business Corporations Act to restrict in
whole the powers of the directors of EUA Cogenex-Canada, thereby retaining
management and control of EUA Cogenex-Canada in EUA Cogenex indefinitely.
B. Request for Authorization of Capitalization and Financing for EUA
Cogenex-Canada. EUA Cogenex hereby requests authorization from time to time
through December 31, 1995 to subscribe for and purchase additional shares of
EUA Cogenex-Canada common stock, and to make capital contributions in cash or
in kind, open account advances and/or short-term loans to EUA Cogenex-Canada
(such contributions, advances, loans and purchases of capital stock,
collectively, the "Cogenex Investments"), up to an aggregate of $20,000,000.
All short-term loans and advances by EUA Cogenex to EUA Cogenex-Canada would
be made on the basis of the terms and conditions authorized and available to
EUA Cogenex under the EUA System's lines of credit, as set forth in EUA
Release No. 35-25839 (June 29, 1993). The existing credit line arrangements
provide for borrowing at the prime rate or money market rates together with a
commitment fee equal to 1/4 of 1% multiplied by the line of credit. All such
loans and advances would have a maturity date of one year or less.
EUA Cogenex hereby also requests authorization for EUA Cogenex-Canada
from time to time through December 31, 1997 to effect short term borrowings
from lending institutions and for EUA Cogenex to guarantee such borrowings as
necessary, in an aggregate amount together with the Cogenex Investments not to
exceed U.S. $20,000,000. The interest rate on such borrowings in U.S.
dollars shall not exceed the commercial base rate at The First National Bank
of Boston at the time any such loan is made and in Canadian dollars shall not
exceed the Canadian prime rate as published in the Wall Street Journal at the
time any such loan is made. Any such borrowings shall have a maturity date of
one year or less.
III. Intercompany Activities and/or Transactions.
B. Provision of Equipment and Services by EUA Cogenex to EUA Cogenex-
Canada. EUA Cogenex hereby requests Commission authorization through December
31, 1997 to provide equipment and services to EUA Cogenex-Canada as and when
required, on a fair market value basis but in no event at less than cost.
None of the EUA System operating companies will render services to EUA
Cogenex-Canada without first seeking further Commission authorization.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
EUA COGENEX CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr. Treasurer
DATED: September 2, 1994
